BioTelemetry, Inc. (Form: 10-Q, Received: 11/07/2017 17:09:47)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-55039

BioTelemetry, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		46-2568498
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1000 Cedar Hollow Road
Malvern, Pennsylvania		19355
(Address of Principal Executive Offices)		(Zip Code)

(610) 729-7000

(Registrant’s Telephone Number, including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)		Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 1, 2017, 32,408,118 shares of the registrant’s common stock, $0.001 par value per share, were outstanding.

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BIOTELEMETRY, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2017

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		Page No.
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4.	Controls and Procedures	31

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33

SIGNATURES		34

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Unless the context otherwise indicates or requires, the terms “we,” “our,” “us,” “BioTelemetry” and the “Company,” as used in this Form 10-Q, refer to BioTelemetry, Inc. and its directly and indirectly owned subsidiaries as a combined entity, except where otherwise stated or where it is clear through the context that the terms refer only to BioTelemetry, Inc. exclusive of its subsidiaries or a specific subsidiary of BioTelemetry, Inc.

FORWARD-LOOKING STATEMENTS

This document includes certain forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995 regarding, among other things, our growth prospects, the prospects of our products and our confidence in our future. These statements may be identified by words such as “expect,” “anticipate,” “estimate,” “intend,” “plan,” “believe,” “promises” and other words and terms of similar meaning. Examples of forward-looking statements include statements we make regarding our ability to increase demand for our products and services, to leverage our Mobile Cardiac Outpatient Telemetry TM (“MCOT TM ”) platform to expand into new markets, our market share, our expectations regarding revenue trends in our segments and the achievement of cost efficiencies through process improvement and gross margin improvements. Such forward looking statements are based on current expectations and involve inherent risks and uncertainties, including important factors that could delay, divert or change any of these expectations, and could cause actual outcomes and results to differ materially from current expectations. These factors include, among other things:

· our ability to identify acquisition candidates, acquire them on attractive terms and successfully integrate their operations into our business;

· the effectiveness of our cost savings initiatives;

· our ability to educate physicians and continue to obtain prescriptions for our products and services;

· changes to insurance coverage and reimbursement levels by Medicare and commercial payors for our products and services;

· our ability to attract and retain talented executive management and sales personnel;

· the commercialization of new products;

· our ability to obtain and maintain required regulatory approvals for our products, services and manufacturing facilities;

· changes in governmental regulations and legislation;

· our ability to obtain and maintain adequate protection of our intellectual property;

· acceptance of our new products and services;

· adverse regulatory action;

· interruptions or delays in the telecommunications systems that we use;

· our ability to successfully resolve outstanding legal proceedings; and

· the other factors that are described in Item 1A. “Risk Factors” of our latest Annual Report on Form 10-K.

We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by law.

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PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

BIOTELEMETRY, INC.

CONSOLIDATED BALANCE SHEETS

( In thousands, except share and per share amounts )

	(Unaudited)
	September 30, 2017			December 31, 2016

ASSETS

Current assets:
Cash and cash equivalents	$	26,242		$	23,052
Healthcare accounts receivable, net of allowance for doubtful accounts of $14,498 and $12,198, at September 30, 2017 and December 31, 2016, respectively	23,651			14,594
Other accounts receivable, net of allowance for doubtful accounts of $567 and $665, at September 30, 2017 and December 31, 2016, respectively	13,109			12,261
Inventory	6,086			5,176
Prepaid expenses and other current assets	9,295			4,477
Total current assets	78,383			59,560

Property and equipment, net	56,680			25,823
Intangible assets, net	140,064			33,472
Goodwill	227,524			41,068
Deferred tax asset	15,498			36,636
Other assets	2,562			2,425
Total assets	$	520,711		$	198,984

LIABILITIES AND EQUITY

Current liabilities:
Accounts payable	$	14,367		$	12,425
Accrued liabilities	23,048			13,698
Current portion of capital lease obligations	4,728			162
Current portion of long-term debt	1,546			1,250
Deferred revenue	5,171			3,972
Total current liabilities	48,860			31,507

Long-term capital lease obligations	2,480			126
Long-term debt	197,815			23,911
Other long-term liabilities	3,242			4,526
Total liabilities	252,397			60,070

Equity:
Common stock—$.001 par value as of September 30, 2017 and December 31, 2016; 200,000,000 shares authorized as of September 30, 2017 and December 31, 2016; 32,408,118 and 28,261,503 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	32			28
Paid-in capital	405,859			281,642
Accumulated other comprehensive income (loss)	1			(34		)
Accumulated deficit	(143,085		)	(142,722		)
Total stockholders’ equity	262,807			138,914
Noncontrolling interests	5,507			—
Total equity	268,314			138,914
Total liabilities and equity	$	520,711		$	198,984

See accompanying notes.

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BIOTELEMETRY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

( In thousands, except share and per share amounts )

	Three Months Ended September 30,						Nine months Ended September 30,
	2017			2016			2017			2016
Revenues:
Healthcare	$	69,528		$	40,395		$	156,109		$	123,709
Research	9,313			10,420			28,199			23,709
Technology	2,182			2,240			10,725			6,957
Total revenues	81,023			53,055			195,033			154,375

Cost of revenues:
Healthcare	24,493			13,030			53,516			39,662
Research	5,581			5,604			16,733			13,306
Technology	1,880			1,555			6,839			4,993
Total cost of revenues	31,954			20,189			77,088			57,961

Gross profit	49,069			32,866			117,945			96,414

Operating expenses:
General and administrative	25,320			13,853			55,603			40,577
Sales and marketing	9,719			7,018			25,051			21,687
Bad debt expense	3,768			2,495			8,975			7,797
Research and development	3,277			2,137			8,225			5,888
Other charges	8,152			2,397			14,542			5,844
Total operating expenses	50,236			27,900			112,396			81,793

Income (loss) from operations	(1,167		)	4,966			5,549			14,621

Other income (expense):
Interest expense	(1,841		)	(544		)	(2,622		)	(1,402		)
Loss on extinguishment of debt	(543		)	—			(543		)	—
Loss on equity method investment	(106		)	(69		)	(302		)	(184		)
Other non-operating income (expense), net	658			(17		)	(2,755		)	(100		)
Total other income (expense)	(1,832		)	(630		)	(6,222		)	(1,686		)

Income (loss) before income taxes	(2,999		)	4,336			(673		)	12,935
Benefit from (provision for) income taxes	435			(141		)	31			54

Net income (loss)	(2,564		)	4,195			(642		)	12,989
Net loss attributable to noncontrolling interests	(279		)	—			(279		)	—
Net income (loss) attributable to BioTelemetry, Inc.	$	(2,285	)	$	4,195		$	(363	)	$	12,989

Other comprehensive income (loss):
Foreign currency translation gain	16			150			35			2
Comprehensive income (loss)	$	(2,269	)	$	4,345		$	(328	)	$	12,991

Net income (loss) per common share attributable to BioTelemetry, Inc.:
Basic	$	(0.07	)	$	0.15		$	(0.01	)	$	0.47
Diluted	$	(0.07	)	$	0.14		$	(0.01	)	$	0.43
Weighted average number of common shares outstanding:
Basic	31,897,237			28,102,196			29,682,210			27,810,763
Diluted	31,897,237			30,880,773			29,682,210			30,306,017

See accompanying notes.

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BIOTELEMETRY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

( In thousands )

	Nine months Ended September 30,
	2017			2016
OPERATING ACTIVITIES
Net income (loss)	$	(642	)	$	12,989
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt expense	8,975			7,797
Depreciation	11,233			7,884
Amortization of intangibles	5,326			2,735
Stock-based compensation	5,685			3,757
Equity method investment loss	302			184
Change in fair value of acquisition-related contingent consideration	(2,005		)	—
Write off of derivative premium	1,322			—
Accretion of discount on debt	369			163
Loss on extinguishment of debt	543			—
Non-cash gain on legal settlement	(1,333		)	—
Non-cash lease (benefit) expense	(63		)	111
Deferred income tax benefit	(563		)	(476		)
Changes in operating assets and liabilities:
Healthcare and other accounts receivables	(9,413		)	(8,390		)
Inventory	(89		)	(1,221		)
Prepaid expenses and other assets	365			(2,079		)
Accounts payable	(8,724		)	934
Accrued and other liabilities	(627		)	2,017
Net cash provided by operating activities	10,661			(26,405		)

INVESTING ACTIVITIES
Acquisition of businesses, net of cash acquired	(166,244		)	(17,970		)
Purchases of property and equipment and investment in internally developed software	(11,940		)	(8,507		)
Purchases of derivative instrument	(1,322		)	—
Investment in equity method investee	(490		)	—
Net cash used in investing activities	(179,996		)	(26,477		)

FINANCING ACTIVITIES
Proceeds related to the exercising of stock options and employee stock purchase plan	5,705			2,380
Tax payments related to the vesting of shares	(1,881		)	(2,324		)
Issuance of long-term debt	205,000			—
Borrowings under revolving loans	—			14,500
Repayments of revolving loans	(3,000		)	—
Payment of debt issuance costs	(6,319		)	—
Principal payments on long-term debt	(25,851		)	(958		)
Principal payments on capital lease obligations	(1,164		)	(257		)
Net cash provided by financing activities	172,490			13,341

Effect of exchange rate changes on cash	35			—

Net increase in cash and cash equivalents	3,190			13,269
Cash and cash equivalents - beginning of period	23,052			18,986
Cash and cash equivalents - end of period	$	26,242		$	32,255

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Non-cash purchases of property and equipment	$	498		$	—
Non-cash fair value of common stock returned in legal settlement	2,753			—
Non-cash fair value of equity issued for acquisition of business	117,440			—
Cash paid for interest	2,353			965
Cash paid for taxes	$	1,355		$	289

See accompanying notes.

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BIOTELEMETRY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

( In thousands, except share amounts )

	BioTelemetry, Inc. Equity
	Common Stock				Paid-in			Accumulated Other Comprehensive			Accumulated			Noncontrolling			Total
	Shares		Amount		Capital			Income (Loss)			Deficit			Interests			Equity
Balance December 31, 2016	28,261,503		$	28	$	281,642		$	(34	)	$	(142,722	)	—			$	138,914
Exercise of stock options and purchase of shares related to the employee stock purchase plan	480,433				5,705			—			—			—			5,705
Stock-based compensation	187,747		—		5,685			—			—			—			5,685
RSUs and PSUs withheld to cover taxes	(77,878	)	—		(1,881		)	—			—			—			(1,881		)
Business combination	3,615,840		4		116,788			—			—			11,224			128,016
Acquistion of noncontrolling interest	19,806		—		673			—			—			(5,438		)	(4,765		)
Common shares returned to Company in legal settlement	(79,333	)	—		(2,753		)	—			—			—			(2,753		)
Currency translation adjustment	—		—		—			35			—			—			35
Net loss	—		—		—			—			(363		)	$	(279	)	(642		)
Balance September 30, 2017	32,408,118		$	32	$	405,859		$	1		$	(143,085	)	$	5,507		$	268,314

See accompanying notes.

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BIOTELEMETRY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

( In thousands, except share and per share amounts )

1. Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, these consolidated financial statements do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations and cash flows. In the opinion of management, these consolidated financial statements reflect all adjustments which are of a normal recurring nature and necessary for a fair presentation of BioTelemetry, Inc.’s (“BioTelemetry,” “Company,” “we,” “our” or “us” ) financial position as of September 30, 2017 and December 31, 2016, the results of operations for the three months and nine months ended September 30, 2017 and 2016 and cash flows for the nine months ended September 30, 2017 and 2016. The financial data and other information disclosed in these notes to the consolidated financial statements related to the three and nine months ended September 30, 2017 and 2016 are unaudited. The results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for any future period.

Net Income (Loss) Per Share

We compute net income (loss) per share in accordance with Accounting Standards Codification (“ASC”) 260, Earnings Per Share. Basic net income (loss) per share is computed by dividing net income (loss) attributable to BioTelemetry by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by giving effect to all potential dilutive common shares, including stock options and restricted stock units, using the treasury stock method.

The following table presents the calculation of basic and diluted net income (loss) per share:

	Three Months Ended September 30,					Nine months Ended September 30,
	2017			2016		2017			2016
Numerator:
Net income (loss) attributable to BioTelemetry, Inc.	$	(2,285	)	$	4,195	$	(363	)	$	12,989
Denominator:
Weighted average shares used in computing basic net income (loss) per share	31,897,237			28,102,196		29,682,210			27,810,763
Dilutive stock option and restricted stock units	—			2,778,577		—			2,495,254
Weighted average shares used in computing diluted net income per share	31,897,237			30,880,773		29,682,210			30,306,017
Net income (loss) per share attributable to BioTelemetry, Inc:
Basic net income (loss) per share	$	(0.07	)	$	0.15	$	(0.01	)	$	0.47
Diluted net income (loss) per share	$	(0.07	)	$	0.14	$	(0.01	)	$	0.43

Certain stock options, which are priced higher than the market price of our shares as of September 30, 2017 and 2016, would be anti-dilutive and therefore have been excluded from the weighted average shares used in computing diluted net income (loss) per share. These options could become dilutive in future periods.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current period presentation. This consists of disaggregating the components within other income (expense) in the consolidated statements of operations. The reclassification had no impact on previously reported net income (loss), cash flows or accumulated deficit.

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Fair Value of Financial Instruments

Fair value is defined as the exit price, the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as defined below. Observable inputs are inputs a market participant would use in valuing an asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the factors a market participant would use in valuing an asset or liability developed using the best information available in the circumstances. The classification of an asset’s or liability’s level within the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Level 1—Quoted prices in active markets for an identical asset or liability.

Level 2—Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability.

Level 3—Inputs that are unobservable for the asset or liability, based on our own assumptions about the assumptions a market participant would use in pricing the asset or liability.

Our financial instruments consist primarily of cash and cash equivalents, Healthcare accounts receivable, other accounts receivable, accounts payable, short-term debt and long-term debt. With the exception of long-term debt, the carrying value of these financial instruments approximates their fair value because of their short-term nature (classified as Level 1). For long-term debt, based on the borrowing rates currently available, the fair value was determined to be $205,000 (classified as Level 2) as of September 30, 2017.

The fair value of contingent consideration is measured on a recurring basis using unobservable inputs such as projected payment dates, probabilities of meeting specified milestones and other such variables resulting in payment amounts which are discounted back to present value using a probability-weighted discounted cash flow model (classified as Level 3). Adjustments to contingent consideration are recorded under other charges.

In addition to the recurring fair value measurements, certain assets acquired and liabilities assumed in connection with a business combination are recorded at fair value primarily using a discounted cash flow model (classified as Level 3). This valuation technique requires us to make certain assumptions, including, but not limited to, future operating performance and cash flows, royalty rate and other such variables which are discounted to present value using a discount rate that reflects the risk factors associated with future cash flow, the characteristics of the assets acquired and liabilities assumed and the experience of the acquired business.

Derivative Instruments

During the second quarter of 2017, we purchased a foreign currency option with a notional value of $194,185 to mitigate the foreign exchange risk related to the Swiss Franc denominated purchase price of LifeWatch AG (“LifeWatch”). This derivative instrument was not designated as a hedge for accounting purposes. The derivative instrument was recorded at fair value in the consolidated balance sheet as a component of prepaid expenses and other current assets. We did not exercise this option and the contract expired during the third quarter of 2017, resulting in a write off of the premium of $1,322 which was recorded as a component of other non-operating income (expense), net in the consolidated statements of operations and comprehensive income (loss).

Equity Method Investments

We account for investments using the equity method of accounting if the investment provides us the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is recorded at cost in the consolidated balance sheet as a component of other assets and is periodically adjusted for capital contributions, dividends received and our share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded as loss on equity method investment in the consolidated statements of operations and comprehensive income (loss).

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Noncontrolling interests

The consolidated financial statements reflect the application of ASC 810, Consolidations, which establishes accounting and reporting standards that require: (i) the ownership interest in subsidiaries held by parties other than the parent to be clearly identified and presented in the consolidated balance sheet within shareholder’s equity, but separate from the parent’s equity; (ii) the amount of consolidated net income attributable to the parent and the noncontrolling interest to be clearly identified and presented on the face of the consolidated statements of income; and (iii) changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary to be accounted for consistently.

We acquired approximately 97.0% of LifeWatch AG on July 12, 2017. On that date, we acquired control of LifeWatch AG and began consolidating its financial statements. The interest represented by the shares not tendered or subsequently acquired through September 30, 2017 are presented as noncontrolling interests in our consolidated financial statements. The fair value of the noncontrolling interest was determined based on the observable quoted share price as of the acquisition date. As of September 30, 2017, we owned 98.5% of LifeWatch AG and expect to acquire the remaining outstanding shares in the fourth quarter of 2017 or shortly thereafter.

LifeWatch AG owns 55% of LifeWatch Turkey Holding AG (“LifeWatch Turkey”) with their partner, IKSIR TEKNOLOJI SAGLIK VE KIMYA SAN. ve TIC. A.S., a company located in Ankara, Turkey, to provide digital health solutions to the Turkish market. Concurrent with our acquisition of LifeWatch AG, we acquired control of LifeWatch Turkey and began consolidating their financial statements. As of September 30, 2017, LifeWatch Turkey’s net assets were $3,097 and their loss since July 12, 2017 was $526.

Amounts pertaining to the noncontrolling ownership interest of both LifeWatch AG and LifeWatch Turkey Holding AG held by third parties in the operating results of the Company are combined and reported as noncontrolling interests in the accompanying consolidated financial statements.

Goodwill and Acquired Intangible Assets

Goodwill is the excess of the purchase price of an acquired business over the amounts assigned to assets acquired and liabilities assumed in a business combination. In accordance with ASC 350 , Intangibles—Goodwill and Other (“ASC 350”), goodwill is reviewed for impairment annually, or when events arise that could indicate that an impairment exists. Initially, we qualitatively assess whether it is more-likely-than-not that an impairment exists for each reporting unit. Such qualitative factors can include, among others, industry and market conditions, present and anticipated sales and cost factors, overall financial performance and relevant entity-specific events. If we conclude based on our qualitative assessment that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, we perform a two-step impairment test in accordance with ASC 350. In the first step, we compare the fair value of our reporting units to the carrying value of the reporting units. If the carrying value of the net assets assigned to the reporting units exceeds the fair value of the reporting units, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting units’ goodwill. If the carrying value of the reporting units’ goodwill exceeds the implied fair value of those reporting units, an impairment loss equal to the difference is recorded.

For the purpose of performing our goodwill impairment analysis, we consider our business to be comprised of three reporting units: Healthcare, Research and Technology. We calculate the fair value of the reporting units utilizing a weighting of the income and market approaches. The income approach is based on a discounted cash flow methodology that includes assumptions for, among other things, forecasted income, cash flow, growth rates, income tax rates, expected tax benefits and long-term discount rates, all of which require significant judgment. The market approach utilizes our market data. There are inherent uncertainties related to these factors and the judgment applied in the analysis. We believe that the combination of an income and a market approach provides a reasonable basis to estimate the fair value of our reporting units.

Acquired intangible assets are recorded at fair value on the acquisition date. The estimated fair values and useful lives of intangible assets are determined by assessing many factors including estimates of future operating performance and cash flow of the acquired business, the characteristics of the intangible assets acquired and the experience of the acquired business. Independent appraisal firms may assist with the valuation of acquired assets. The impairment test for indefinite-lived intangible assets other than goodwill consists of a comparison of the fair value of the indefinite-lived intangible asset to the carrying value of the asset. We estimate the fair value of the indefinite-lived intangibles using the relief from royalty method.

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Accounting Pronouncements Recently Adopted

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting . The standard revises the accounting for certain aspects of share-based compensation arrangements and requires any excess tax benefits or tax deficiencies to be recorded directly in the income statement when such awards vest or settle. In addition, the cash flows related to any excess tax benefits will no longer be separately classified as a financing activity, but will rather be classified as an operating activity, along with all other income tax cash flows. The standard also makes certain changes to the way the treasury stock method is applied when calculating diluted net income per share, as well as allows for a policy election to account for forfeitures as they occur, rather than using the estimation method currently prescribed by ASC 718, Compensation — Stock Compensation (“ASC 718”). The standard is effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted.

We elected to early adopt the standard during the fourth quarter of 2016. The standard requires the recognition of any pre-adoption date net operating loss (“NOL”) carryforwards from share-based compensation arrangements to be recognized on a modified retrospective basis, through an opening retained earnings adjustment on January 1, 2016. Any income tax effects from share-based compensation arrangements arising after January 1, 2016 will be recognized prospectively in the income statement during the period of adoption.

Upon adoption, we recognized all previously unrecognized tax benefits which resulted in a cumulative-effect adjustment of $1,752 to our accumulated deficit. These previously unrecognized tax benefits were recorded as a deferred tax asset, which was fully offset by a valuation allowance on January 1, 2016, thus there was no net impact from the adoption of ASU 2016-09 as of the same date. In addition, we recognized excess tax benefits as an adjustment to our previously reported (provision for) income taxes of $94 and $583 for the three and nine months ended September 30, 2016, respectively. Corresponding adjustments were recorded in the operating section of our statement of cash flows for the nine months ended September 30, 2016. The weighted average number of common shares outstanding for calculating diluted net income per share increased by 547,196 and 448,792 for the three and nine months ended September 30, 2016.

Our adoption of the standard did not have any impact to our consolidated statements of cash flows as no NOL carryforwards from share-based compensation arrangements were recognized prior to January 1, 2016, due to our use of the “with and without” method of accounting for equity-generated NOL carryforwards. We have elected to continue to estimate forfeitures under the true-up provision of ASC 718.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . The standard requires inventory to be measured at the lower of cost or net realizable value. The guidance will not apply to inventories for which cost is determined using the last-in, first-out method or the retail inventory method. Our adoption of this standard in the first quarter of 2017 did not have a material impact on our consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In January 2017, the FASB released ASU 2017-01, Business Combinations: Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this ASU should be applied prospectively and are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. No disclosures are required at transition. We will adopt this standard effective January 1, 2018 and do not expect the standard to have a material impact on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . The standard eliminates step two in the current two-step impairment test under ASC 350. Under the new standard, a goodwill impairment will be recorded for any excess of a reporting unit’s carrying value over its fair value. A prospective transition approach is required. The standard is effective for annual and interim reporting periods beginning after December 15, 2019 with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. We plan to early adopt the standard at the time of our 2017 goodwill impairment testing date and do not expect the standard to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases . The standard will require lessees to recognize most leases on their balance sheet and makes selected changes to lessor accounting. The standard is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required, with certain practical expedients available. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.

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In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which has been updated through several revisions and clarifications since its original issuance. The standard will require revenue recognized to represent the transfer of promised goods or services to customers at an amount that reflects the consideration which a company expects to receive in exchange for those goods or services. The standard also requires new, expanded disclosures regarding revenue recognition. The standard will be effective January 1, 2018, with early adoption permissible beginning January 1, 2017.

We have substantially completed the detailed review of our contract portfolio and revenue streams to identify potential differences in accounting as a result of the new standard.

We expect that there will be an impact to our financial reporting disclosures as well as any related business operations processes and internal controls over financial reporting. As part of the assessment performed through the date of this filing, we have created an implementation working group, which includes internal and third-party resources. As part of our implementation plan, we have adopted implementation controls that will allow us to properly and timely adopt the new revenue accounting standard on its effective date. In particular, we implemented the following:

· Developed a detailed project plan with key milestone dates;

· Performed education of the new accounting standard;

· Outlined our revenue generating activities that fall within the scope of ASU 2014-09, and assessed what impact the new accounting standard will have on those activities, and;

· Monitored and assessed the impact of changes to ASU 2014-09 and its interpretations.

Specific considerations made to date on the impact of adopting ASU 2014-09 include:

· Healthcare Revenue —We continue to evaluate the valuation of our Healthcare revenue and accounts receivable with respect to adopting ASU 2014-09. This evaluation includes determining whether the Company has historical experience of collecting substantially all of the negotiated contractual rates or any implicit price concessions are provided. If the Company determines it has not provided an implicit price concession but, rather, that it has chosen to accept the risk of default by the patient, adjustments to the transaction price would be presented as bad debts. This impacts whether revenue will be recognized on a gross basis or a net basis. For this assessment, we combined LifeWatch revenue with the existing legacy Healthcare revenue streams. Our current accounting policy is such that revenue is recognized upon agreed upon reimbursement rates. If we do not have agreed upon reimbursement rates, we recognize revenue based on historical experience, or if no historical experience, when cash is received. Adjustments to the estimated net realizable value, based on final settlement with the third-party payors, are recorded upon settlement.

· Research revenue — The Company has concluded that the majority of the clinical research arrangements in its Research segment will represent a single performance obligation. We expect to account for revenue for this single performance obligation over time using either an input or output method to measure progress. We are still evaluating the appropriate selection of the measure of progress for these arrangements.

· Technology revenue — The Company has concluded that the standard will not have a material impact on Technology revenue. We will continue to recognize revenue in our Technology segment when products are shipped or as services are rendered.

· Contract Costs — The Company has concluded that all material costs to acquire customer contracts will continue to be expensed as we have elected the practical expedient of expensing contract costs when incurred as the amortization period of the asset that we would have recognized is one year or less. We are evaluating the impact of fulfillment cost capitalization in conjunction with its measure of progress selection under the input or output method for Research revenue. We currently expense all contract costs.

· Transition Method —We will be electing to adopt ASU 2014-09 using the modified retrospective approach.

In addition to the open matters discussed above, significant implementation matters to be addressed prior to adopting ASU 2014-09 include determining the transition adjustment resulting from the new accounting standard on our consolidated financial statements, and updating, as needed, our business processes, systems and controls required to comply with ASU 2014-09 upon its effective date. We will make continuous updates to our year-end disclosures, with a focus on implementation status updates related to the impact ASU 2014-09 will have on our consolidated financial statements and related footnotes.

We expect to complete our assessment of the full financial impact of ASU 2014-09 during the next three months and expect to adopt ASU 2014-09 when it becomes effective on January 1, 2018.

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2. Acquisitions

LifeWatch AG

On July 12, 2017, the Company, through its wholly-owned subsidiary Cardiac Monitoring Holding Company, LLC, acquired approximately 97.0% of the outstanding shares of LifeWatch AG for aggregate consideration of 3,615,840 shares of BioTelemetry common stock with a fair value of $116,792 and cash in the amount of $165,782. On that date, we acquired control of LifeWatch AG and began consolidating its financial statements. The interest represented by the shares not tendered or subsequently acquired through September 30, 2017 are presented as noncontrolling interests in our consolidated financial statements. The fair value of the noncontrolling interest was determined based on the observable quoted share price as of the acquisition date.

Through September 30, 2017, we purchased 343,525 additional shares of LifeWatch for cash consideration of $4,765 and the issuance of 19,806 shares with a fair value of $648. We intend to acquire the remaining untendered LifeWatch shares pursuant to a squeeze-out procedure in accordance with Swiss law and takeover regulation. As of September 30, 2017, we owned 98.5% of LifeWatch AG and expect to acquire the remaining outstanding shares in the fourth quarter of 2017 or shortly thereafter.

Also on July 12, 2017, in connection with the closing of the acquisition of LifeWatch, and refinancing of its existing debt, the Company entered into a Credit Agreement pursuant to which the Company obtained loans as follows; (i) a term loan (funded on July 12, 2017) in an aggregate principal amount equal to $205,000, the proceeds of which were used to (a) pay our existing General Electric Credit Agreement of $24,875 and acquired LifeWatch debt of $3,027, (b) pay a portion of the cash consideration for the acquisition of LifeWatch, and (c) pay related transaction fees and expenses of the acquisition of LifeWatch; and (ii) a $50,000 revolving credit facility for ongoing working capital purposes, which remains undrawn. The term loan will be repaid in quarterly installments beginning January 1, 2018, with the remaining principal balance repaid on or before July 12, 2022.

The acquisition of LifeWatch strengthens our position as the leader in wireless medicine, creating the foremost connected health platform, significantly enhancing our ability to improve quality of life and reduce cost of care. We accounted for the transaction as a business combination, and as such, all assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of the fair value of the purchase price over the fair value of the net assets acquired has been recognized as goodwill, which represents the expected future benefits arising from the assembled workforce and other synergies attributable to cost savings opportunities. The Company recognized $186,456 of goodwill as a result of the acquisition, all of which has been assigned to the Healthcare segment.

The amounts below represent our preliminary fair value estimates as of September 30, 2017 and are subject to subsequent adjustment as additional information is obtained during the applicable measurement period. The primary areas of these preliminary estimates that are not yet finalized related to certain tangible assets acquired and liabilities assumed, including deferred taxes, identifiable intangible assets, as well as the determination of the amount of the goodwill that will be deductible for tax purposes. The Company expects to finalize all accounting for the acquisition of LifeWatch within one year of the acquisition date.

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	Amount			Weighted Average Life (Years)
Fair value of assets acquired:
Cash and cash equivalents	$	4,303
Healthcare accounts receivable	9,467
Inventory	1,136
Prepaid expenses and other current assets	4,392
Property and equipment	30,200
Other assets	713
Identifiable intangible assets:
Customer relationships	109,400			10
Technology	2,100			5
Total identifiable intangible assets	111,500
Total assets acquired	161,711
Fair value of liabilities assumed:
Accounts payable	10,666
Accrued liabilities	8,879
Current portion of capital lease obligations	4,664
Current portion of long-term debt	3,027
Long-term capital lease obligations	3,420
Deferred tax liabilities	21,993
Other liabilities	1,720
Total liabilities assumed	54,369

Total identifiable net assets	107,342
Fair value of noncontrolling interest	(11,224		)
Goodwill	186,456
Net assets acquired	$	282,574

For the period from July 12, 2017 to September 30, 2017, LifeWatch contributed revenues of $27,386 and net loss of $1,998 to our consolidated results of operations and comprehensive income (loss), and are included as components of our Healthcare and Technology segments.

We incurred $3,148 and $8,188 of acquisition-related costs related to LifeWatch for the three and nine month periods ended September 30, 2017, respectively. These costs were included in other charges in our consolidated statements of operations and comprehensive income (loss).

The following unaudited pro forma financial information has been prepared using historical financial results of the Company and LifeWatch as if the acquisition had occurred as of January 1, 2016. Certain adjustments related to the elimination of transaction costs, as well as the addition of interest on the debt, depreciation and amortization related to fair value adjustments on the tangible and identifiable intangible assets acquired, and the change in the share count resulting from the share issuance have been reflected for the purposes of the unaudited pro forma financial information presented below. We believe the assumptions used in preparing the unaudited pro forma financial information are reasonable, but not necessarily indicative of actual results should the acquisition have occurred on January 1, 2016.

Pro forma financial information for the periods presented is summarized as follows:

	Three Months Ended September 30,					Nine months Ended September 30,
	2017			2016		2017			2016
Revenue	$	84,349		$	80,881	$	257,976		239,215
Net income (loss) attributable to BioTelemetry, Inc	(3,681		)	1,612		(2,753		)	(9,073		)
Net income (loss) per common share attributable to BioTelemetry, Inc:
Basic	$	(0.11	)	$	0.05	$	(0.09	)	$	(0.29	)
Diluted	$	(0.11	)	$	0.05	$	(0.09	)	$	(0.29	)
Weighted average number of common shares outstanding:
Basic	32,350,858			31,737,842		32,245,396			31,446,409
Diluted	32,350,858			34,516,419		32,245,396			31,446,409

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Telcare, Inc.

On December 1, 2016, the Company, through its wholly-owned subsidiary BioTelemetry Care Management, LLC, entered into the Agreement with Telcare pursuant to which the Company acquired the stock of Telcare Medical Supply, Inc. and certain assets of Telcare, Inc. The total consideration paid at closing amounted to $7,000 in cash, with the potential for a performance-based earn out up to $5,000 upon reaching certain financial milestones. The fair value of the total consideration transferred in the acquisition, including contingent consideration, was $9,700 at the acquisition date.

The acquisition of Telcare provides us the opportunity to apply our expertise in remote monitoring to the diabetes market and increases our presence in the digital population health management market. We accounted for the transaction as a business combination, and as such, all assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of the fair value of the purchase price over the fair value of the net assets acquired has been recognized as goodwill, which represents the expected future benefits arising from the assembled workforce and other synergies attributable to cost savings opportunities. The Company recognized $3,713 of goodwill as a result of the acquisition, all of which has been assigned to the Technology segment. We expect $668 of this goodwill will be deductible for tax purposes.

The amounts below represent our preliminary fair value estimates as of September 30, 2017 and are subject to subsequent adjustment as additional information is obtained during the applicable measurement period. Measurement period adjustments reducing the valuation of inventory of $269 and $105 were recorded in the second and third quarters of 2017, respectively. The primary areas of these preliminary estimates that are not yet finalized related to deferred taxes. We expect to finalize all accounting for the acquisition of Telcare within one year of the acquisition date.

The total consideration and related preliminary allocation for Telcare is summarized as follows:

	Amount		Weighted Average Life (Years)
Fair value of assets acquired:
Other accounts receivable	$	235
Inventory	1,417
Prepaid expenses and other current assets	1,261
Property and equipment	55
Other assets	933
Identifiable intangible assets:
Customer relationships	400		5
Technology	2,000		5
Tradename	400		Indefinite
Total identifiable intangible assets	2,800
Total assets acquired	6,701
Fair value of liabilities assumed:
Accounts payable	459
Accrued liabilities	206
Deferred revenue	49
Total liabilities assumed	714
Total identifiable net assets	5,987
Goodwill	3,713
Net assets acquired	$	9,700

The following unaudited pro forma financial information has been prepared using historical financial results of the Company and Telcare as if the acquisition had occurred as of January 1, 2016. Certain adjustments related to the elimination of transaction costs, as well as the addition of depreciation and amortization related to fair value adjustments on the tangible and identifiable intangible assets acquired, have been reflected for the purposes of the unaudited pro forma financial information presented below. We believe the assumptions used in preparing the unaudited pro forma financial information are reasonable, but not necessarily indicative of actual results should the acquisition have occurred on January 1, 2016.

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Pro forma financial information for the periods presented is summarized as follows:

	Three Months Ended September 30, 2016		Nine Months Ended September 30, 2016
Revenue	$	54,169	$	157,915
Net Income	$	3,414	$	10,417
Net income per common share:
Basic	$	0.12	$	0.37
Diluted	$	0.11	$	0.34
Weighted average number of common shares outstanding:
Basic	28,102,196		27,810,763
Diluted	30,880,773		30,306,017

Contingent Consideration

The Agreement includes the potential for a performance-based earn out up to $5,000 upon reaching certain milestones. The fair value of the contingent consideration associated with the Telcare acquisition was $2,700 as of the acquisition date and $1,300 at September 30, 2017. At September 30, 2017, contingent consideration is included as a component of accrued expenses and other long-term liabilities in the accompanying consolidated balance sheets in the amounts of $1,000 and $300 respectively.

The following summarizes the changes in our contingent consideration during the nine months ended September 30, 2017:

	Total Contingent Consideration
Balance at December 31, 2016	$	2,700
Change in fair value of acquisition-related contingent consideration	(1,400		)
Balance at September 30, 2017	$	1,300

VirtualScopics, Inc .

On March 25, 2016, the Company, through its wholly-owned subsidiary BioTelemetry Research Acquisition Corporation, entered into a definitive Agreement and Plan of Merger with VirtualScopics, Inc. (“VirtualScopics”), a leading provider of clinical trial imaging solutions. Under the terms of the Merger Agreement, the Company purchased: (i) any and all outstanding shares of VirtualScopics’ $0.001 par value common stock for $4.05 per share; (ii) any and all outstanding shares of VirtualScopics’ $0.001 par value Series A and Series B Convertible Preferred Stock for $336.30 per share; and (iii) any and all outstanding shares of VirtualScopics’ $0.001 par value Series C-1 Convertible Preferred Stock for $920.00 per share. The all cash acquisition of VirtualScopics was completed on May 11, 2016. The total consideration paid at closing amounted to $14,970, net of cash acquired of $849.

The acquisition of VirtualScopics expands the Company’s existing clinical research offerings and gives the Company further access to established customer relationships. We accounted for the transaction as a business combination, and as such, all assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of the consideration paid over the fair value of the net assets acquired has been recognized as goodwill, which represents the expected future benefits arising from the assembled workforce and other synergies attributable to cost savings opportunities. The Company recognized $4,343 of goodwill as a result of the acquisition, all of which has been assigned to the Research segment. None of this goodwill will be deductible for tax purposes.

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The amounts below represent our final fair value estimates, which were completed in the second quarter of 2017. A measurement period adjustment was recorded in the second quarter of 2017 to recognize $292 of deferred tax assets resulting from state NOLs. The total consideration and related allocation for VirtualScopics is summarized as follows:

			Weighted
			Average Life
	Amount		(Years)
Fair value of assets acquired:
Cash and cash equivalents	$	849
Other accounts receivable	3,679
Inventory	111
Prepaid expenses and other current assets	396
Property and equipment	500
Deferred taxes	20
Identifiable intangible assets:
Customer relationships	5,200		12
Technology	2,000		10
Backlog	3,100		4
Total identifiable intangible assets	10,300
Total assets acquired	15,855
Fair value of liabilities assumed:
Accounts payable	325
Accrued liabilities	2,945
Current portion of capital lease obligations	59
Current portion of long-term debt	91
Deferred revenue	700
Long-term capital lease obligations	162
Long-term debt	97
Total liabilities assumed	4,379
Total identifiable net assets	11,476
Goodwill	4,343
Net assets acquired	$	15,819

The following unaudited pro forma financial information has been prepared using historical financial results of the Company and VirtualScopics as if the acquisition had occurred as of January 1, 2016. Certain adjustments related to the elimination of transaction costs and acquisition related indebtedness, as well as the addition of depreciation and amortization related to fair value adjustments on the tangible and identifiable intangible assets acquired, have been reflected for the purposes of the unaudited pro forma financial information presented below. No adjustments for synergies or certain other expected benefits of the acquisition have been included. We believe the assumptions used in preparing the unaudited pro forma financial information are reasonable, but not necessarily indicative of actual results should the acquisition have occurred on January 1, 2016.

Pro forma financial information for the periods presented is summarized as follows:

	Nine Months Ended September 30, 2016
Revenue	$	160,314
Net Income	$	14,933
Net income per common share:
Basic	$	0.54
Diluted	$	0.49
Weighted average number of common shares outstanding:
Basic	27,810,763
Diluted	30,306,017

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ePatch Division of DELTA Danish Electronics, Light, and Acoustics

On April 1, 2016, the Company, through its wholly-owned subsidiary BioTelemetry Technology ApS, entered into an Asset Purchase Agreement (“APA”) with DELTA Danish Electronics, Light, and Acoustics (“DELTA”), pursuant to which the Company acquired substantially all of the assets of the ePatch division of DELTA, inclusive of all products and indications currently under development. The total consideration paid at closing amounted to $3,000 in cash and 244,519 shares of the Company’s common stock valued at $2,885. In addition, there is the potential for a performance based earn out up to $3,000 upon reaching certain milestones, as defined in the APA. The fair value of the total consideration transferred in the ePatch acquisition, including contingent consideration, was $6,490 at the acquisition date.

The ePatch acquisition is expected to generate future cost savings for the Company and will provide control over proprietary components for the Company’s next generation Mobile Cardiac Outpatient Telemetry TM (“MCOT TM ”) device. We accounted for the transaction as a business combination, and as such, all assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of the consideration paid over the fair value of the net assets acquired has been recognized as goodwill, which represents the expected future benefits arising from the assembled workforce and other synergies attributable to cost savings opportunities. The company recognized $3,181 of goodwill as a result of the acquisition, all of which has been assigned to the Technology segment. We expect all of this goodwill to be deductible for tax purposes.

The amounts below represent our final fair value estimates, which were completed in the first quarter of 2017. The total consideration and related allocation for the ePatch acquisition is summarized as follows:

			Weighted
			Average Life
	Amount		(Years)
Fair value of assets acquired:
Inventory	$	100
Property and equipment	175
Identifiable intangible assets:
Customer relationships	400		10
Technology	2,800		10
Trade names	100		Indefinite
Total identifiable intangible assets	3,300
Total assets acquired	3,575
Fair value of liabilities assumed:
Accrued liabilities	266
Total liabilities assumed	266
Total identifiable net assets	3,309
Goodwill	3,181
Net assets acquired	$	6,490

While the ePatch acquisition provides control over proprietary components of our next generation cardiac monitoring device, the acquisition did not have a material effect on our consolidated results of operations.

Contingent Consideration

The APA includes the potential for a performance based earn out up to $3,000 upon reaching certain milestones. The fair value of the contingent consideration associated with the ePatch acquisition was $0 and $605 at September 30, 2017 and December 31, 2016, respectively, and is included as a component of other long-term liabilities in the accompanying consolidated balance sheets.

The following summarizes the changes in our contingent consideration during the nine months ended September 30, 2017:

	Total Contingent Consideration
Balance at December 31, 2016	$	605
Change in fair value of acquisition-related contingent consideration	(605		)
Balance at September 30, 2017	$	—

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3. Inventory

Inventory consists of the following:

	September 30, 2017		December 31, 2016
Raw materials	$	3,185	$	2,866
Finished goods	2,901		2,310
Total inventory	$	6,086	$	5,176

Inventory, which includes purchased parts, materials, direct labor and applied manufacturing overhead, is stated at the lower of cost or net realizable value, with cost determined by use of the first-in, first-out method.

4. Property and Equipment

Property and equipment consists of the following:

	Estimated Useful Life (Years)	September 30, 2017			December 31, 2016
Cardiac monitoring devices, device parts and components	3 - 5	$	72,541		$	55,825
Computers	3 - 5	24,303			18,027
Equipment, tools and molds	3 - 5	8,049			6,666
Furniture, fixtures and other	5 - 7	2,005			1,467
Leasehold improvements	Life of lease	6,111			3,171
Capital leases	3 - 7	7,305			737
Total property and equipment, at cost		120,314			85,893
Less accumulated depreciation		(63,634		)	(60,070		)
Total property and equipment, net		$	56,680		$	25,823

Depreciation expense associated with property and equipment, inclusive of amortization of assets recorded under capital leases, was $5,682 and $2,627 for the three months ended September 30, 2017 and 2016, respectively, and $11,233 and $7,884 for the nine months ended September 30, 2017 and 2016, respectively.

5. Goodwill and Intangible Assets

Goodwill was recognized at the time of our acquisitions. The carrying amount of goodwill as of September 30, 2017 and December 31, 2016 was $227,524 and $41,068, respectively. The increase in goodwill during the three and nine months ended September 30, 2017 was primarily due to the LifeWatch acquisition, partially offset by measurement period adjustments related to our 2016 acquisitions.

The changes in the carrying amounts of goodwill by segment were as follows:

	Reporting Segment
	Healthcare		Research			Technology		Total
Balance at December 31, 2016	$	14,724	$	16,643		$	9,701	$	41,068
Goodwill adjustments related to 2016 acquisitions	—		(350		)	350		—
Goodwill acquired during the year	186,456		—			—		186,456
Balance at September 30, 2017	$	201,180	$	16,293		$	10,051	$	227,524

The change to goodwill in the Research segment relate to measurement period changes in the first quarter of 2017 to accrued liabilities and in the second quarter of 2017 to accrued liabilities and deferred taxes for our VirtualScopics, Inc. acquisition. The change to goodwill in the Technology segement relate to measurement period changes in the first quarter of 2017 to inventory and accrued liabilities, and in the second and third quarters of 2017 for inventory for our Telcare, Inc. acquisition. The increase in the Healthcare segment is due to the LifeWatch acquisition.

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The gross carrying amounts and accumulated amortization of our intangible assets as of September 30, 2017 and December 31, 2016 are as follows:

	Estimated Useful Life	September 30, 2017			December 31, 2016
	(Years)
Customer relationships	5 - 15	$	126,750		$	16,700
Technology including internally developed software	3 - 10	23,654			21,135
Backlog	1 - 4	6,860			6,860
Covenants not to compete	5 - 7	1,040			1,040
Total intangible assets, gross		158,304			45,735
Customer relationships		(7,715		)	(3,809		)
Technology including internally developed software		(7,896		)	(6,588		)
Backlog		(4,833		)	(4,176		)
Covenants not to compete		(796		)	(690		)
Total accumulated amortization		(21,240		)	(15,263		)
Indefinite-lived trade names		3,000			3,000
Total intangible assets, net		$	140,064		$	33,472

The estimated amortization expense for remainder of 2017, the next four years and thereafter is summarized as follows at September 30, 2017:

2017	$	3,836
2018	15,573
2019	15,845
2020	15,294
2021	14,868
Thereafter	71,648
Total estimated amortization	$	137,064

Amortization expense for the three months ended September 30, 2017 and 2016 was $3,337 and $1,062, respectively, and amortization expense for the nine months ended September 30, 2017 and 2016 was $5,326 and $2,735, respectively.

6. Equity Method Investment

In December 2015, we acquired an ownership interest in Well Bridge Health, Inc. (“WellBridge”) through the conversion of an outstanding note receivable and the related accrued interest. The investment is accounted for under the equity method. In December 2015, the equity method basis difference of $891 was allocated to equity method goodwill. As of September 30, 2017, our investment in WellBridge represented 31% of its outstanding stock. A summary of our investment in Wellbridge is as follows:

	Three Months Ended September 30,						Nine months Ended September 30,
	2017			2016			2017			2016
Beginning balance	$	1,279		$	985		$	1,125		$	1,100
Capital contributions	140			312			490			312
Our share of the investee’s losses	(106		)	(69		)	(302		)	(184		)
Ending balance	$	1,313		$	1,228		$	1,313		$	1,228

7. Credit Agreement

Concurrent with the acquisition of LifeWatch, as discussed in Note 2. Acquisitions, we entered into a credit agreement with SunTrust Bank, as a lender and an agent for the lenders (the “Lenders”). Pursuant to the credit agreement, the Lenders agreed to make loans to the Company as follows; (i) a term loan in an aggregate principal amount equal to $205,000; and (ii) a $50,000 revolving credit facility for ongoing working capital purposes, which remains undrawn. The proceeds of the loans were used to pay our existing General Electric Credit Agreement of $24,875 and acquired LifeWatch debt of $3,027, pay a portion of the consideration for the acquisition of LifeWatch and pay related transaction fees and expenses of the acquisition of LifeWatch.

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The loans bear interest at an annual rate, at the election of the Company, of (i) with respect to LIBOR rate loans, LIBOR plus the applicable margin and (ii) with respect to base rate loans, the Base Rate (the “prime rate” as published in the Wall Street Journal plus the applicable margin). The applicable margin is determined by reference to the Company’s Consolidated Total Net Leverage Ratio, as defined in the credit agreement. Currently, the applicable margin is 2.00% for LIBOR loans and 1.00% for base rate loans.

The outstanding principal of the loan will be paid as follows:

· Beginning January 1, 2018, the principal amount of the term loan will be repaid, on a quarterly basis, in installments of $513, plus accrued interest;

· Beginning January 1, 2019, the principal amount of the term loan will be repaid, on a quarterly basis, in installments of $1,281, plus accrued interest;

· Beginning January 1, 2020, the principal amount of the term loan will be repaid, on a quarterly basis, in installments of $3,844, plus accrued interest;

· Beginning January 1, 2021, the principal amount of the term loan will be repaid, on a quarterly basis, in installments of $5,125, plus accrued interest;

· The remaining principal balance will be repaid on or before July 12, 2022 (or such earlier date upon an acceleration of the loans by Lenders upon an event of default or termination by the Company).

The loans are secured by substantially all of the assets of the Company and by a pledge of the capital stock of the Company’s U.S. based subsidiaries as well as a pledge of 65% of the capital stock of its first tier material foreign subsidiaries, including 65% of the capital stock the Company owns of LifeWatch.

The carrying amount of the term loan was $199,047 as of September 30, 2017, which is the principal amount outstanding, net of $5,953 of unamortized deferred financing costs to be amortized over the remaining term of the credit facility.

In connection with the SunTrust credit agreement, we paid the $24,875 outstanding indebtedness under the Credit Agreement between the Company and Healthcare Financial Solutions, LLC, previously the General Electric Capital Corporation, as agent for the lenders, and as a lender, and we terminated the General Electric Credit Agreement. We wrote-off the unamortized deferred financing fees related to the existing debt of $543, which is included in loss on extinguishment of debt in our consolidated statements of operations and comprehensive income (loss).

8. Equity

Stock-Based Compensation

In May 2017, the shareholders and Board of Directors approved the BioTelemetry, Inc. 2017 Omnibus Incentive Plan (“OIP”). The OIP plan replaces the previous stock plan, the BioTelemetry, Inc. 2008 Equity Incentive Plan. Stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”) and performance stock options (“PSOs”) are granted under the OIP. At September 30, 2017, 2,780,965 shares remain available for grant under the OIP.

We recognized $1,485 and $1,138 of stock-based compensation expense for the three months ended September 30, 2017 and 2016, respectively. We recognized $5,685 and $3,757 of stock-based compensation expense for the nine months ended September 30, 2017 and 2016, respectively.

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Stock option and RSU activity is summarized as follows:

	Stock Options				Restricted Stock Units
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Grant Date Fair Value
Stock outstanding as of December 31, 2016	3,568,434		$	7.82	592,349		$	9.86
Granted	173,881		24.12		78,991		24.65
Cancelled/forfeited	—		—		—		—
Exercised/vested	(191,998	)	7.45		(176,362	)	8.89
Stock outstanding as of March 31, 2017	3,550,317		$	8.64	494,978		$	12.57
Granted	25,000		31.59		36,623		28.47
Cancelled/forfeited	(85,448	)	17.97		(17,172	)	14.74
Exercised/vested	(82,840	)	7.47		(11,385	)	15.42
Stock outstanding as of June 30, 2017	3,407,029		$	8.60	503,044		$	13.59
Granted	280,000		35.79		—		—
Cancelled/forfeited	(44,015	)	13.78		(19,023	)	12.53
Exercised/vested	(60,380	)	22.93		—		—
Stock outstanding as of September 30, 2017	3,582,634		$	10.42	484,021		$	13.63

PSO and PSU activity is summarized as follows:

	Performance Stock Options				Performance Stock Units
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Grant Date Fair Value
Stock outstanding as of December 31, 2016	100,000		$	18.33	132,992		$	8.68
Vested	100,000		21.45		—		—
Cancelled/forfeited	—		—		(132,992	)	8.68
Exercised	(30,000	)	18.33		—		—
Stock outstanding as of March 31, 2017	170,000		$	20.17	—		$	—
Vested	—		—		—		—
Cancelled/forfeited	—		—		—		—
Exercised	(20,000	)	18.33		—		—
Stock outstanding as of June 30, 2017	150,000		$	20.41	—		$	—
Vested	—		—		—		—
Cancelled/forfeited	—		—		—		—
Exercised	—		—		—		—
Stock outstanding as of September 30, 2017	150,000		$	20.41	—		$	—

Stock-based compensation expense is only recognized for outstanding PSUs where the performance conditions are deemed probable for achievement. For PSUs deemed probable for achievement, stock-based compensation expense is recognized ratably over the expected vesting period. For the three and nine months ended September 30, 2017, no stock-based compensation expense was recognized related to the PSUs. For the three and nine months ended September 30, 2016, we incurred stock-based compensation expense of $0 and $444, respectively, related to PSUs.

PSOs are valued and stock-based compensation expense is only recognized once the performance conditions of the outstanding PSOs have been met. We incurred stock-based compensation expense of $0 and $1,533 for the three and nine months ended September 30, 2017 related to the PSOs. For the three and nine months ended September 30, 2016, no stock-based compensation expense was recognized related to the PSOs.

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Employee Stock Purchase Plan

For the nine months ended September 30, 2017, 47,966 shares were purchased in accordance with the 2008 Employee Stock Purchase Plan (“2008 ESPP”). Net proceeds from the issuance of shares of common stock under the 2008 ESPP for the nine months ended September 30, 2017 were $636. In May 2017, the shareholders and Board of Directors approved the BioTelemetry, Inc. 2017 Employee Stock Purchase Plan (“2017 ESPP”), with 500,000 shares reserved for issuance under the 2017 ESPP, which will replace the 2008 ESPP. For the nine months ended September 30, 2017, 47,249 shares were purchased in accordance with the 2017 ESPP. Net proceeds from the issuance of shares of common stock under the 2017 ESPP for the nine months ended September 30, 2017 were $720. At September 30, 2017, 452,751 shares remain available for purchase under the 2017 ESPP.

9. Other Charges

We account for expenses associated with exit or disposal activities in accordance with ASC 420, Exit or Disposal Cost Obligations, and record the expenses in other charges in our consolidated statements of operations and comprehensive income (loss) and record the related accrual in the accrued liabilities line on our consolidated balance sheets. These costs are primarily comprised of severance and employee related costs.

We account for expenses associated with acquisition and integration related costs and certain litigation as other charges as incurred. These expenses were primarily a result of activities surrounding our acquisitions and legal fees related to patent litigation in which we are the plaintiff. Other charges are costs that are not considered necessary to the ongoing business operations. For the periods ending September 30, 2017, other charges have been partially offset by reductions in contingent consideration. A summary of these expenses is as follows:

	Three Months Ended September 30,					Nine months Ended September 30,
	2017			2016		2017			2016
Legal fees	$	930		$	1,965	$	3,797		$	4,576
Professional fees	4,462			144		7,794			590
Severance and employee related costs	3,210			238		3,742			561
Change in contingent consideration	(1,400		)	—		(2,005		)	—
Other costs	950			50		1,214			117
Total	$	8,152		$	2,397	$	14,542		$	5,844

10. Income Taxes

The income tax provision for interim periods is determined using an estimated annual effective tax rate adjusted for discrete items, if any, which are taken into account in the quarterly period in which they occur. We review and update our estimated annual effective tax rate each quarter. Income tax benefit of $435 and $31 was recorded for the three and nine months ended September 30, 2017, respectively, primarily due to a discrete benefit recorded for equity compensation deduction under ASU 2016-09. We recorded an income tax expense of $141 and an income tax benefit of $54 for the three and nine months ended September 30, 2016, respectively. These amounts have been recast to include excess tax benefits related to stock based compensation in association with the adoption of ASU 2016-09.

At September 30, 2017 and December 31, 2016, we had deferred tax assets, net of deferred tax liabilities and valuation allowance, of $15,498 and $36,636, respectively. The net deferred tax asset as of September 30, 2017 reflects a preliminary estimate of the deferred taxes from the LifeWatch acquisition.

11. Segment Information

We operate under three segments: Healthcare, Research and Technology. The Healthcare segment is focused on the diagnosis and monitoring of cardiac arrhythmias or heart rhythm disorders with our comprehensive suite of cardiac monitoring solutions in a healthcare setting. Our Research segment is engaged in central core laboratory services providing cardiac monitoring, imaging, scientific consulting and data management services for drug and medical device trials. The Technology segment focuses on the development, manufacturing, testing and marketing of medical devices to medical companies, clinics and hospitals. Intercompany revenues relating to the manufacturing of devices by the Technology segment for the other segments is included on the intersegment revenues line.

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Expenses that can be specifically identified with a segment have been included as deductions in determining pre-tax segment income. Any remaining expenses, including research and development costs incurred by the Technology segment for the benefit of the other segments, as well as the elimination of costs associated with intercompany revenues are included in Corporate and Other. Also included in Corporate and Other is our net interest expense and other financing expenses as well as the loss from equity method investments. We do not allocate assets to the individual segments.

For the three months ended:

	Healthcare		Research		Technology		Corporate and Other			Consolidated
*September 30, 2017*
Revenues	$	69,528	$	9,313	$	2,182	—			$	81,023
Intersegment revenues	—		—		5,217		$	(5,217	)	—
Income (loss) before income taxes	14,721		217		508		(18,445		)	(2,999		)
Depreciation and amortization	7,337		1,040		404		238			9,019
Capital expenditures	4,796		608		339		—			5,743

	Healthcare		Research		Technology		Corporate and Other			Consolidated
*September 30, 2016*
Revenues	$	40,395	$	10,420	$	2,240	—			$	53,055
Intersegment revenues	—		—		3,396		$	(3,396	)	—
Income (loss) before income taxes	14,722		1,442		1,059		(12,887		)	4,336
Depreciation and amortization	2,434		1,180		141		(66		)	3,689
Capital expenditures	2,481		327		7		—			2,815

For the nine months ended:

	Healthcare		Research		Technology		Corporate and Other			Consolidated
*September 30, 2017*
Revenues	$	156,109	$	28,199	$	10,725	—			$	195,033
Intersegment revenues	—		—		13,434		$	(13,434	)	—
Income (loss) before income taxes	45,429		917		4,346		(51,365		)	(673		)
Depreciation and amortization	12,904		3,112		917		(374		)	16,559
Capital expenditures	10,399		1,074		467		—			11,940

	Healthcare		Research		Technology		Corporate and Other			Consolidated
*September 30, 2016*
Revenues	$	123,709	$	23,709	$	6,957	—			$	154,375
Intersegment revenues	—		—		9,070		$	(9,070	)	—
Income (loss) before income taxes	44,504		1,847		2,752		(36,168		)	12,935
Depreciation and amortization	7,415		3,064		333		(193		)	10,619
Capital expenditures	6,797		1,677		33		—			8,507

12. Legal Proceedings

The final outcome of any current or future litigation or governmental or internal investigations cannot be accurately predicted, nor can we predict any resulting penalties, fines or other sanctions that may be imposed at the discretion of federal or state regulatory authorities. We record accruals for such contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be estimated.

In the third quarter of 2017, a settlement was reached with the selling stockholder of Mednet Healthcare Technologies, Inc., Heartcare Corporation of America, Inc., Universal Medical, Inc., and Universal Medical Laboratory, Inc. (together, “Mednet”), whereby 79,333 shares of BioTelemetry common stock with a fair value of $2,753 were returned to the Company. These shares were part of the consideration paid in the January 31, 2014 acquisition of Mednet and had been subject to certain terms and conditions set forth in the Stock Purchase Agreement ( the “Agreement”). In accordance with the terms of the Agreement, BioTelemetry sought indemnification for alleged breaches of certain representations and warranties. Accordingly, in 2016 the company recorded a $1,420 indemnification asset. However, as a result of the settlement’s fair value exceeding the indemnification asset recorded, a gain of $1,333 was recorded as a component of other non-operating income (expense), net in the consolidated statements of operations for the nine months ended September 30, 2017.

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In 2011, we experienced the theft of two unencrypted laptop computers and, as a result, were required to provide notices under the HIPAA Breach Notification Rule to the United States Department of Health and Human Services’ Office for Civil Rights (“OCR”). During the first quarter of 2017, the OCR concluded its investigation into the matter and reached a settlement agreement with the Company. Per the agreement, BioTelemetry paid the OCR $2,500 and agreed to submit a two-year corrective action plan regarding our HIPAA compliance program. We did not admit any liability or wrongdoing. As a result of the settlement, we recorded a non-operating charge of $2,500 to other non-operating income (expense), net in the consolidated statements of operations and comprehensive income (loss) for the nine months ended September 30, 2017.

In January 2017, ZTech, Inc., Biorita LLC, and the Cleveland Clinic Foundation (the “Claimants”) filed an arbitration demand against LifeWatch with the American Arbitration Association. Claimants allege that LifeWatch violated the 2015 Stock Purchase Agreement for the purchase of FlexLife Health, Inc., a remote international normalized ratio (“INR”) monitoring business. Claimants filed the pending demand after LifeWatch terminated the INR business in late 2016. The demand alleges LifeWatch did not make commercially reasonable efforts to achieve certain conditions precedent and did not have a reasonable basis for terminating the business line. Claimants seek liquidated damages and attorneys’ fees. We are vigorously defending against these claims and are seeking recovery of attorneys’ fees related to our defense. Discovery is ongoing, and the arbitration hearing is scheduled for February 2018, in Cleveland, Ohio. The probable outcome of this matter cannot be determined, nor can we estimate a range of potential loss. Therefore, in accordance with authoritative guidance on the evaluation of loss contingencies, we have not recorded an accrual related to this matter.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2016, and in conjunction with the accompanying quarterly unaudited condensed consolidated financial statements and related notes. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those contained in these forward-looking statements due to a number of factors, including, but not limited to, those set forth herein and elsewhere in this report and in our other filings with the U.S. Securities and Exchange Commission (“SEC”). See the “Forward-Looking Statements” section at the beginning of this report. Unless otherwise noted, the figures in the following discussions are unaudited.

Co mpany Background

We provide cardiac monitoring services, centralized core laboratory services and manufacture cardiac and blood glucose monitoring devices. We operate under three reportable segments: Healthcare, Research and Technology. The Healthcare segment is focused on the diagnosis and monitoring of cardiac arrhythmias, or heart rhythm disorders. We offer cardiologists and electrophysiologists a full spectrum of solutions which provides them with a single source of cardiac monitoring services. These services range from the differentiated Mobile Cardiac Telemetry (“MCT”) service marketed as Mobile Cardiac Outpatient Telemetry TM (“MCOT TM ”), External Cardiac Ambulatory Telemetry (“ECAT”) or Ambulatory Cardiac Telemetry (“ACT”) to wireless and trans-telephonic event, Holter, Pacemaker and International Normalized Ratio (“INR”) monitoring. The Research segment is engaged in central core laboratory services providing cardiac monitoring, imaging, scientific consulting and data management services for pharmaceutical and medical device clinical trials. The Technology segment focuses on the development, manufacturing, testing and marketing of medical devices to medical companies, clinics and hospitals.

Recent Acquisitions

On July 12, 2017, we acquired control of LifeWatch AG (“LifeWatch”) via the acquisition of approximately 97% of their outstanding shares. At settlement, we paid aggregate consideration of 3,615,840 shares of BioTelemetry common stock and cash in the amount of approximately $165.8 million. On that date, we acquired control of LifeWatch AG and began consolidating its financial statements. The interest represented by the shares not tendered or subsequently acquired through September 30, 2017 are presented as noncontrolling interests in our consolidated financial statements. The fair value of the noncontrolling interest was determined based on the observable quoted share price as of the acquisition date. As of September 30, 2017, we owned 98.5% of LifeWatch AG and expect to acquire the remaining untendered LifeWatch shares pursuant to a squeeze-out procedure in accordance with Swiss law and takeover regulation in the fourth quarter of 2017 or shortly thereafter.

On December 1, 2016, we entered into a Share and Asset Purchase Agreement (“Agreement”) with Telcare, Inc. (“Telcare”) pursuant to which we acquired the stock of Telcare Medical Supply, Inc. and certain assets of Telcare. The total consideration paid at closing amounted to $7.0 million in cash, with the potential for a performance-based earn out up to $5.0 million upon reaching certain milestones, as defined in the Agreement. The fair value of the total consideration transferred in the acquisition, including contingent consideration, was $9.7 million at the acquisition date. Telcare is included in the Technology segment.

On May 11, 2016, we completed the acquisition of VirtualScopics, Inc. (“VirtualScopics”), a leading provider of clinical trial imaging solutions. The all cash Tender Offer commenced on April 8, 2016 and ended on May 9, 2016, pursuant to which the business and operations of VirtualScopics were acquired by us. The total consideration paid at closing amounted to $15.0 million, net of cash acquired of $0.8 million. VirtualScopics is included in the Research segment.

On April 1, 2016, we entered into an Asset Purchase Agreement (“APA”) with DELTA Danish Electronics, Light, and Acoustics (“DELTA”), pursuant to which we acquired substantially all of the assets of the ePatch division of DELTA, inclusive of all products and indications currently under development. The total consideration paid at closing amounted to $3.0 million in cash and 244,519 shares of our common stock valued at $2.9 million. In addition, there is the potential for a performance-based earn out up to $3.0 million upon reaching certain milestones, as defined in the APA. The fair value of the total consideration transferred in the acquisition, including contingent consideration, was $6.5 million at the acquisition date. ePatch is included in the Technology segment.

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Critical Accounting Policies and Estimates

Revenue Recognition

Healthcare

Healthcare revenue includes revenue from MCT, Event, Holter, Pacemaker and INR monitoring services. We receive a significant portion of our revenue from third-party commercial insurance organizations and governmental entities. We also receive reimbursement directly from patients through co-pays and self-pay arrangements. Billings for services reimbursed by contracted third-party payors, including Medicare, are recorded as revenue, net of contractual allowances. Adjustments to the estimated receipts, based on final settlement with the third-party payors, are recorded upon settlement. If we do not have sufficient historical information regarding collectability from a given payor to support revenue recognition at the time of service, revenue is recognized when cash is received. Unearned amounts are appropriately deferred until the service has been completed. For the three months ended September 30, 2017 and 2016, revenue from Medicare as a percentage of our Healthcare revenue was 42.7% and 41.5%, respectively. For the nine months ended September 30, 2017 and 2016, revenue from Medicare as a percentage of our Healthcare revenue was 41.9% and 41.6%, respectively.

Research

Research revenue includes revenue for core laboratory services, including cardiac monitoring, imaging, scientific consulting and data management services. Our Research revenue is provided on a fee-for-service basis, and revenue is recognized as the related services are performed. We also provide consulting services on a time and materials basis and this revenue is recognized as the services are performed. Our site support revenue, consisting of equipment rentals and sales along with related supplies and logistics management, are recognized at the time of sale or over the rental period. Under a typical contract, customers pay us a portion of our fee for these services upon contract execution as an upfront deposit. Unearned revenue, including upfront deposits, are deferred, and then recognized as the services are performed.

For arrangements with multiple deliverables, the revenue is allocated to each element (both delivered and undelivered items) based on their relative selling prices or management’s best estimate of their selling prices, when vendor-specific or third-party evidence is unavailable.

We record reimbursements received for out-of-pocket expenses incurred, including freight, as revenue in the accompanying consolidated statements of operations.

Technology

Technology revenue includes revenue received from the sale of products, product repairs and supplies to medical companies, clinics and hospitals. Our Technology revenue is recognized when shipped, or as service is completed.

Reimbursement - Healthcare

We are dependent on reimbursement for our patient services by government and commercial insurance payors. Medicare reimbursement rates for our MCT, event, Holter, Pacemaker and INR monitoring services have been established nationally by the Centers for Medicare and Medicaid Services (“CMS”) and fluctuate periodically based on the annually published CMS rate table.

In addition to government reimbursement through Medicare, we have successfully secured contracts with most national and regional commercial payors for our monitoring services.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable related to the Healthcare segment are recorded at the time revenue is recognized, net of contractual allowances, and are presented on the consolidated balance sheets net of an allowance for doubtful accounts. The ultimate collection of accounts receivable may not be known for several months after services have been provided and billed. We record an allowance for doubtful accounts based on the aging of receivables using payor-specific historical data. The percentages and amounts used to record bad debt expense and the allowance for doubtful accounts are supported by various methods and analyses, including current and historical cash collections and the aging of receivables by payor. Because of continuing changes in the healthcare industry and third-party reimbursement, it is possible that our estimates of collectability could change, which could have a material impact on our operations and cash flows.

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Other accounts receivable related to the Research and Technology segments are recorded at the time revenue is recognized, or when products are shipped or services are performed. We estimate the allowance for doubtful accounts on a specific account basis and consider several factors in our analysis, including customer-specific information and the aging of the account.

We write-off receivables when the likelihood for collection is remote and when we believe collection efforts have been fully exhausted and we do not intend to devote additional resources in attempting to collect. We perform write-offs on a monthly basis. In the Healthcare segment, we wrote off $6.4 million and $6.3 million of receivables for the nine months ended September 30, 2017 and 2016, respectively. The impact was a reduction of gross receivables and a reduction in the allowance for doubtful accounts. There were no material write-offs in the Research and Technology segments. We recorded bad debt expense of $3.8 million and $9.0 million, respectively, for the three and nine months ended September 30, 2017. We recorded bad debt expense of $2.5 million and $7.8 million, respectively, for the three and nine months ended September 30, 2016.

Other Charges

We account for expenses associated with our acquisitions and certain litigation as other charges as incurred. These expenses were primarily a result of legal fees related to patent litigation in which we are the plaintiff as well as activities surrounding our acquisitions. Other charges are costs that are not considered necessary to the ongoing business operations.

Results of Operations

Three Months Ended September 30, 2017 and 2016

Revenues. Total revenues for the three months ended September 30, 2017 were $81.0 million compared to $53.1 million for the three months ended September 30, 2016, reflecting an increase of $27.9 million, or 52.7%. Healthcare revenue increased $29.1 million due to our acquisition of LifeWatch, which accounted for $27.4 million in revenue, as well as increased patient volumes and a favorable product mix, partially offset by a reduction in MCT Medicare pricing effective January 1, 2017. Research revenue decreased $1.1 million, due to lower cardiac study volumes. Technology revenue was consistent with the prior year quarter.

Gross Profit. Gross profit increased to $49.1 million for the three months ended September 30, 2017 from $32.9 million for the three months ended September 30, 2016, reflecting an increase of $16.2 million, or 49.3%. Gross profit as a percentage of revenues was 60.6% for the three months ended September 30, 2017 compared to 61.9% for the three months ended September 30, 2016. The decrease in gross margin percentage was due to the impact of our recent acquisitions, which carry lower profit margins than our existing business, as well as the aforementioned reduction in MCT Medicare pricing effective January 1, 2017.

General and Administrative Expense. General and administrative expense was $25.3 million for the three months ended September 30, 2017 compared to $13.9 million for the three months ended September 30, 2016. The increase of $11.4 million or 82.8%, was due to the addition of $11.1 million from the acquisition of LifeWatch as well as a $0.3 million increase in consulting expenses, partially offset by acquisition synergies. As a percent of total revenues, general and administrative expense was 31.3% for the three months ended September 30, 2017 compared to 26.1% for the three months ended September 30, 2016.

Sales and Marketing Expense. Sales and marketing expense was $9.7 million for the three months ended September 30, 2017 compared to $7.0 million for the three months ended September 30, 2016. The increase of $2.7 million, or 38.5%, was due to a $3.2 million increase from the acquisition of LifeWatch, partially offset by a $0.5 million decrease in travel and meeting expenses due to the timing of sales meetings and tradeshows. As a percent of total revenues, sales and marketing expense was 12.0% for the three months ended September 30, 2017 compared to 13.2% for the three months ended September 30, 2016.

Bad Debt Expense. Bad debt expense was $3.8 million for the three months ended September 30, 2017 compared to $2.5 million for the three months ended September 30, 2016. The increase of $1.3 million, or 51.0%, was due to increased revenue from our acquisition of LifeWatch and the timing of revenues and collections. As a percentage of total revenues, bad debt expense was 4.7% for the three months ended September 30, 2017 and for the three months ended September 30, 2016. Substantially all of our bad debt expense relates to the Healthcare segment. Bad debt expense in the Research and Technology segments was minimal and is recorded on a specific account basis.

Research and Development Expense. Research and development expense was $3.3 million for the three months ended September 30, 2017 compared to $2.1 million for the three months ended September 30, 2016. The increase of $1.2 million, or 53.3%, was due to the addition of $0.6 million from the acquisition of LifeWatch, a $0.3 million increase in consulting services related to the development of new hardware, as well as a $0.2 million increase in employee related costs. As a percent of total revenues, research and development expense was 4.0% for the three months ended September 30, 2017 and September 30, 2016.

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Other Charges. During the three months ended September 30, 2017, we incurred $8.2 million of other charges primarily related to legal and professional fees, as well as severance costs related to the acquisition of LifeWatch. For the three months ended September 30, 2017, other charges were 10.1% of total revenues.

During the three months ended September 30, 2016, we incurred $2.4 million of other charges primarily related to legal fees for patent litigation as well as professional service fees related to our 2016 acquisitions. For the three months ended September 30, 2016, other charges were 4.5% of total revenues.

Interest Expense . Interest expense was $1.9 million for the three months ended September 30, 2017 compared to $0.5 million for the three months ended September 30, 2016. The increase was primarily due to the interest from the $205.0 million term loan entered into in July 2017.

Loss on Extinguishment of Debt . Loss on extinguishment of debt was $0.5 million for the three months ended September 30, 2017 and represented a write off of the unamortized debt issuance costs when we paid off our General Electric Credit Agreement in July 2017. There was no loss on extinguishment of debt for the three months ended September 30, 2016.

Loss on Equity Method Investment . Loss on equity method investment was $0.1 million for the three months ended September 30, 2017 and 2016, respectively.

Other non-operating income (expense), net . Other non-operating income was $0.7 million for the three months ended September 30, 2017 compared to a nominal expense for the three months ended September 30, 2016. The increase was primarily due to a gain of $1.3 million for a settlement with a former owner of Mednet, partially offset by $0.4 million related to the write off of the derivative instrument premium.

Income Taxes. For the three months ended September 30, 2017, we recorded an income tax benefit of $0.4 million. After considering discrete tax benefits from the exercise of stock options, but excluding the impact of the acquisition of LifeWatch, we expect our 2017 annual effective tax rate to be approximately 35%, absent changes in tax laws or significant changes in uncertain tax positions. For the three months ended September 30, 2016, we recorded an income tax expense of $0.1 million.

Net Loss Attributable to Noncontrolling Interests . The amount of net loss attributable to noncontrolling interests of $0.3 million for the three months ended September 30, 2017 is related to the post-acquisition activity of the 1.5% of LifeWatch shares that we have not yet acquired and the 45% of LifeWatch Turkey that we do not own.

Net Income (Loss) Attributable to BioTelemetry, Inc. We recognized a net loss attributable to BioTelemetry of $2.3 million for the three months ended September 30, 2017 compared to net income attributable to BioTelemetry of $4.2 million for the three months ended September 30, 2016.

Nine Months Ended September 30, 2017 and 2016

Revenues. Total revenues for the nine months ended September 30, 2017 were $195.0 million compared to $154.4 million for the nine months ended September 30, 2016, reflecting an increase of $40.6 million, or 26.3%. Healthcare revenue increased $32.4 million primarily due to our acquisition of LifeWatch, which accounted for $27.4 million in revenue, and increased patient volumes and a favorable product mix, partially offset by a reduction in MCT Medicare pricing effective January 1, 2017. Research revenue increased $4.5 million due to growth in as well as the full year impact of the acquisition of the imaging business, VirtualScopics, which occurred during the second quarter of 2016, partially offset by lower cardiac study volumes. Technology revenue increased $3.7 million, due to the acquisition of Telcare during the fourth quarter of 2016.

Gross Profit. Gross profit increased to $117.9 million for the nine months ended September 30, 2017 from $96.4 million for the nine months ended September 30, 2016, reflecting an increase of $21.5 million, or 22.3%. Gross profit as a percentage of revenues was 60.5% for the nine months ended September 30, 2017 compared to 62.5% for the nine months ended September 30, 2016. The decrease in gross margin percentage was due to the impact of our recent acquisitions, which carry lower profit margins than our existing business, as well as the aforementioned reduction in MCT Medicare pricing effective January 1, 2017.

General and Administrative Expense. General and administrative expense was $55.6 million for the nine months ended September 30, 2017 compared to $40.6 million for the nine months ended September 30, 2016. The increase of $15.0 million, or 37.0%, was due to the addition of $11.1 million from the acquisition of LifeWatch, $1.4 million of additional employee related costs, a $1.0 million increase in technology costs and a $0.8 million increase in consulting costs, partially offset by synergies related to the acquisitions. As a percent of total revenues, general and administrative expense was 28.5% for the nine months ended September 30, 2017 compared to 26.3% for the nine months ended September 30, 2016.

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Sales and Marketing Expense. Sales and marketing expense was $25.1 million for the nine months ended September 30, 2017 compared to $21.7 million for the nine months ended September 30, 2016. The increase of $3.4 million, or 15.5%,was due to a $3.2 million increase related to the acquisition of LifeWatch and a $2.0 million increase in employee related costs, driven by the creation of our strategic sales group. As a percent of total revenues, sales and marketing expense was 12.8% for the nine months ended September 30, 2017 compared to 14.0% for the nine months ended September 30, 2016.

Bad Debt Expense. Bad debt expense was $9.0 million for the nine months ended September 30, 2017 compared to $7.8 million for the nine months ended September 30, 2016. The increase of $1.2 million, or 15.1%, was due to increased revenue due in part to our acquisition of LifeWatch and the timing of revenues and collections. As a percentage of total revenues, bad debt expense was 4.6% for the nine months ended September 30, 2017 compared to 5.1% for the nine months ended September 30, 2016. Substantially all of our bad debt expense relates to the Healthcare segment. Bad debt expense in the Research and Technology segments was minimal and is recorded on a specific account basis.

Research and Development Expense. Research and development expense was $8.2 million for the nine months ended September 30, 2017 compared to $5.9 million for the nine months ended September 30, 2016. The increase of $2.3 million, or 39.7%, was due to the addition of $0.6 million from the acquisition of LifeWatch, a $1.0 million increase in consulting services related to the development of our next generation device and a $0.6 million increase in employee related costs. As a percent of total revenues, research and development expense was 4.2% for the nine months ended September 30, 2017 compared to 3.8% for the nine months ended September 30, 2016.

Other Charges. During the nine months ended September 30, 2017, we incurred $14.5 million of other charges primarily related to legal and professional fees, as well as severance costs related to the acquisition of LifeWatch. These charges were partially offset by a $2.0 million decrease in fair value of acquisition-related contingent consideration. For the nine months ended September 30, 2017, other charges were 7.5% of total revenues.

During the nine months ended September 30, 2016, we incurred $5.8 million of other charges primarily related to legal fees for patent litigation as well as professional services related to our acquisitions. For the nine months ended September 30, 2016, other charges were 3.8% of total revenues.

Interest Expense . Interest expense was $2.6 million for the nine months ended September 30, 2017 compared to $1.4 million for the nine months ended September 30, 2016. The increase was primarily due to the interest from the $205.0 million term loan entered into in July 2017.

Loss on Extinguishment of Debt . Loss on extinguishment of debt was $0.5 million for the nine months ended September 30, 2017 and represented a write off of the unamortized debt issuance costs when we paid off our General Electric Credit Agreement in July 2017. There was no loss on extinguishment of debt for the nine months ended September 30, 2016.

Loss on Equity Method Investment . Loss on equity method investment was $0.3 million for the nine months ended September 30, 2017 compared to $0.2 million for the nine months ended September 30, 2016.

Other non-operating expense, net . Other non-operating expense was $2.8 million for the nine months ended September 30, 2017 compared to other expense of $0.1 million for the nine months ended September 30, 2016. The increase was primarily due to a non-operating charge of $2.5 million recorded in the first quarter of 2017 for a settlement with the Office for Civil Rights related to the theft of two unencrypted laptop computers in 2011 and a $1.3 million charge related to the write off of the derivative instrument premium, partially offset by a gain of $1.3 million for a settlement with a former owner of Mednet.

Income Taxes. For the nine months ended September 30, 2017, we recorded a nominal income tax benefit. After considering discrete tax benefits from the exercise of stock options, but excluding the impact of the acquisition of LifeWatch, we expect our 2017 annual effective tax rate to be approximately 35%, absent changes in tax laws or significant changes in uncertain tax positions. For the nine months ended September 30, 2016, we recorded an income tax benefit of $0.1 million.

Net Loss Attributable to Noncontrolling Interests . The amount of net loss attributable to noncontrolling interests of $0.3 million for the nine months ended September 30, 2017 is related to the post-acquisition activity of the 1.5% of LifeWatch shares that we have not yet acquired and the 45% of LifeWatch Turkey that we do not own.

Net Income (Loss) attributable to BioTelemetry, Inc. We recognized a net loss attributable to BioTelemetry of $0.4 million for the nine months ended September 30, 2017 compared to net income attributable to BioTelemetry of $13.0 million for the nine months ended September 30, 2016.

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Liquidity and Capital Resources

Our Annual Report on Form 10-K for the year ended December 31, 2016 includes a detailed discussion of our liquidity, contractual obligations and commitments. The information presented below updates and should be read in conjunction with the information disclosed in that Form 10-K.

As of September 30, 2017, our principal source of liquidity was cash and cash equivalents of $26.2 million and net healthcare and other accounts receivables of $36.8 million. We had working capital of $29.5 million as of September 30, 2017.

We generated $10.7 million of cash from operations for the nine months ended September 30, 2017. Our ongoing operations during the nine months ended September 30, 2017 resulted in a net loss of $0.6 million, which included $29.8 million of non-cash items primarily related to bad debt, depreciation, amortization and stock-based compensation expense. These items were partially offset by $18.5 million of cash used for working capital.

We used $180.0 million of cash in investing activities for the nine months ended September 30, 2017. We used $166.2 million of cash, net of cash acquired, for the acquisition of LifeWatch and $11.9 million of cash for capital purchases primarily related to medical devices in the Healthcare and Research segments for use in our ongoing operations and an investment in internally developed software for the nine months ended September 30, 2017.

In July 2017, we entered into a $205.0 million term loan and a $50.0 million revolving credit facility with SunTrust Bank, as a lender and an agent for the lenders. The proceeds of the Loans were used pay off our General Electric Credit Agreement balance of $24.9 million and acquired LifeWatch debt of $3.0 million, pay a portion of the consideration for the acquisition of LifeWatch and pay related transaction fees and expenses for the acquisition of LifeWatch. At September 30, 2017, the revolving credit facility remained undrawn.

Contractual Obligations and Commitments

Our contractual obligations reflected in Part II, Item 7 of our 2016 Annual Report on Form 10-K for the fiscal year ended December 31, 2016 have materially changed as a result of the LifeWatch acquisition. Except for the debt obligation as of December 31, 2016, which was refinanced with SunTrust Bank in conjunction with the LifeWatch acquisition, our existing obligations at December 31, 2016 have not materially changed. Below are the updates to the undiscounted payment commitments as of September 30, 2017 in conjunction with the LifeWatch acquisition and the related SunTrust refinancing:

	(in thousands) Payments due by period
Contractual obligations	Total		2017		2018		2019		2020		2021		Beyond
Additional operating lease obligations	$	6,081	$	772	$	2,763	$	1,100	$	616	$	577	$	253
Additional capital lease obligations	7,652		1,239		4,561		1,763		89		—		—
Revised debt principal repayment obligations*	$	205,000	—		$	2,050	$	5,125	$	15,375	$	20,500	$	161,950

* the accrued interest has been excluded from these amounts as the rate is variable, determined annually, as defined by the credit agreement.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our cash balance as of September 30, 2017 was $26.2 million. We do not invest in any trading securities.

At September 30, 2017, we had $205.0 million of variable rate debt, exclusive of debt discounts and deferred charges, based off of LIBOR rates. A change in LIBOR rates would result in an incremental change in interest expense.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2017 to ensure that information required to be disclosed in these reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. This evaluation of the effectiveness of the Company’s internal control over financial reporting did not include the internal controls of LifeWatch, which was acquired in the third quarter of 2017, due to the timing of the acquisition. LifeWatch will be included in our evaluation of the effectiveness of the Company’s internal control over financial reporting for periods beginning after January 1, 2018.

Changes in Internal Control over Financial Reporting

On July 12, 2017, we completed the acquisition of LifeWatch. We are in the process of integrating the acquired LifeWatch entities and our management is in the process of evaluating any related changes to our internal control over financial reporting as a result of this integration. Except for any changes relating to this integration, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the nine months ended September 30, 2017, that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, in the ordinary course of business, and like others in the industry, we receive requests for information from government agencies in connection with their regulatory or investigational authority or are involved in traditional employment or business litigation. We review such requests and notices and take appropriate action.

Item 1A. Risk Factors

In evaluating an investment in BioTelemetry common stock, investors should consider carefully, among other things, the risk factors previously disclosed in Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2016, as well as the information contained in this Quarterly Report and other reports and registration statements filed by us with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

EXHIBIT INDEX

Exhibit Number
2.1		Transaction Agreement by and among Lifewatch AG, Biotelemetry, Inc. and Cardiac Monitoring Holding Company, LLC, dated April 4, 2017.
10.1		Credit Agreement by and among Biotelemetry, Inc. and SunTrust Bank, as agent for the lenders and swingline lender, dated July 12, 2017.
31.1		Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended.
31.2		Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended.
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document
101.DEF		XBRL Taxonomy Definition Linkbase Document

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BioTelemetry, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BIOTELEMETRY, INC.


Date: November 7, 2017	By:	/s/ Heather C. Getz
		Heather C. Getz, CPA
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and authorized officer of the Registrant)

Exhibit 2.1

Execution Version

09.04.2017

Execution Version

Transaction Agreement

by and between

LifeWatch AG , Baarerstrasse 139, 6300 Zug, Switzerland (1)

and

BioTelemetry, Inc., Wilmington, Delaware, United States of America (2)

and

Cardiac Monitoring Holding Company, LLC, Wilmington, Delaware, United States of America ( 3 )

STRICTLY PRIVATE AND CONFIDENTIAL

CMS von Erlach Poncet AG - Zurich

Transaction Agreement

Contents

Section		Page

1.	Interpretation and definitions	2

2.	Submission of a Public Tender Offer by the Bidder	8
A.	Terms of the Offer	8
B.	Implementation of the Offer	8
C.	Satisfaction of the Offer Conditions by the Bidder and Information of the Company	9

3.	Further Obligations of the Bidder	10
A.	Creation of additional Bidder Common Stock	10
B.	Conduct of Business	10

4.	Support of the Offer by the Company	10
A.	Company Board Approval	10
B.	General Support and Cooperation	11
C.	Non-Solicitation and Superior Offer	11
D.	Joint Press Release	13
E.	Report of the Company Board	13
F.	Fairness Opinion	13
G.	Satisfaction of the Offer Conditions by the Company and Information of the Bidder	13
H.	Consultation on Communication	14

5.	Further Obligations of the Company	14
A.	Registration in the Shareholder Register of the Company	14
B.	Trading and Other Restrictions	14
C.	Conduct of Business	15
D.	Resignation of Directors and Extraordinary Shareholders’ Meeting	20
E.	Financial Statements	20

6.	Representations of the Bidder	20

7.	Representations of the Company	25

8.	Equity Plans	29

9.	Protection of Directors and Executive Management	31

10.	Costs and Expenses	32

11.	Press Releases and Other Public Announcements / Confidentiality	32

12.	Termination	32

13.	Third party rights	34

14.	Notices	34

15.	Language	35

16.	No Assignment	35

17.	Amendment and waiver	35

18.	Severance	35

19.	Entire agreement	36

20.	Governing law and jurisdiction	36

Schedule 1		39
Pre-Announcement		39

Schedule 2		40
Joint Press Announcement		40

Schedule 3		41
Fairness Opinion		41

Schedule 4		42
Company Group Chart		42

Schedule 5		43
Bidder Group Chart		43

Schedule 6		44
Bidder Disclosure Letter		44

Schedule 7		45
Declaration of Resignation		45

Schedule 8		46
Company Disclosure Letter		46

THIS AGREEMENT is dated April 9, 2017.

PARTIES

(1) LifeWatch AG , Baarerstrasse 139, 6300 Zug, Switzerland (the “ Company ”)

(2) BioTelemetry, Inc., Wilmington, Delaware, United States of America (the “ Bidder ”)

(3) Cardiac Monitoring Holding Company, LLC, Wilmington, Delaware, United States of America (the “ Offeror ”)

BACKGROUND

(A) The Company is a Swiss stock corporation ( Aktiengesellschaft ) with its seat in Zug and registered in the commercial register of the Canton of Zug under the company number CHE-109.281.219. The Company’s registered share capital amounts to Swiss Francs (“ CHF ”) 24’021’229.70 and is divided into 18’477’869 registered shares with a nominal value of CHF 1.30 each (the “ Shares ”). The Shares are listed at the SIX Swiss Exchange Ltd (“ SIX ”) (ISIN CH0012815459).

(B) Pursuant to the Company’s articles of association, the Company has a conditional share capital allowing for the issuance of 1’000’000 additional shares. The Company has not issued shares from its conditional capital.

(C) On 24 January 2017, AEVIS VICTORIA SA (“ AEVIS ”) published by way of pre-announcement an unsolicited public tender offer for all publicly held registered shares of the Company (the “ AEVIS Offer ”). On 20 February 2017, AEVIS published the offer prospectus. AEVIS offers for each registered share of the Company 0.1818 registered shares of AEVIS or — at the option of the shareholders of the Company — the net amount of CHF 10.00 in cash. The main offer period of the AEVIS Offer will run from 7 March 2017 to 10 April 2017, subject to possible extension.

(D) The board of directors of the Company (the “ Company Board ”) has in its report dated 9 March 2017 recommended to reject the AEVIS Offer.

(E) The Bidder is a corporation organized under the laws of the State of Delaware, United States with its principal office in Malvern, Pennsylvania, United States. Bidder is a leading wireless medical technology company focused on the delivery of health information to improve quality of life and reduce cost of care. It currently provides cardiac monitoring services, original equipment manufacturing with a primary focus on cardiac monitoring services, and centralized cardiac core laboratory services Bidder is authorized to issue up to 200,000,000 shares of common stock with a par value of $0.001 per share (“ Bidder Common Stock ”) and 10,000,000 shares of preferred stock with a par value of $0.001 per share. As of 31 March, 2017, 28,261,503 shares of Bidder Common Stock were issued and outstanding. No shares of its preferred stock were issued and outstanding. As of 31 March, 2017, Bidder had options outstanding to acquire approximately 3,720,317 shares of Bidder Common Stock and 494,978 restricted stock units outstanding..

(F) The Offeror is a wholly owned subsidiary of the Bidder;

(G) Subject to the terms of this Agreement, the board of directors of the Bidder has resolved to make a public tender offer for all publicly held registered shares of the Company, and the Company Board has resolved to support such public tender offer and to publish a report of the Company Board in the sense of Art. 132 FMIA unanimously recommending that the shareholders of the Company accept such public tender offer.

AGREED TERMS

1. Interpretation and definitions

1.1 In this Agreement the following expressions shall have the following meanings:

“ Action ” means any action, claim, complaint, reclamation or objection of any person or any order, injunction, judgment, fine, action, claim, complaint, reclamation, objection, arbitration, subpoena investigation, inquiry or proceeding by or before any Governmental Authority, grand jury or arbitration tribunal;

“ Additional Acceptance Period ” has the meaning given to it in clause 5.3;

“ Aevis ” has the meaning given to it in Recital (C);

“ Aevis Offer ” has the meaning given to it in Recital (C);

“ Affiliate ” in relation to any person means (i) any person Controlling that person, (ii) any person Controlled by such person, or (iii) any person under common Control with that person;

“ Affiliates Shares ” has the meaning given to it in clause 6.1.2;

“ Agreement ” means this agreement (including its schedules) and all the terms contained in it;

“ Bidder ” has the meaning given to it in the Parties’ list;

“ Bidder Common Stock ” has the meaning given to it in Recital (E);

“ Bidder Disclosure Letter ” means the letter addressed by the Bidder to the Company in relation to the Bidder’s representation and warranties set forth in clause 6;

“ Bidder Material Adverse Event ” means in the period between the publication of the Pre-Announcement and the end of the Offer Period, circumstances or events occur or become known that, individually or together with any other circumstances or events, in the opinion of an independent audit firm or investment bank of international repute to be appointed by the Company (the “ Independent Expert ”), would be reasonably expected to have any of the following effects on the Bidder and its respective Subsidiaries, taken as a whole:

i. a reduction in the annual consolidated sales in the (equivalent) amount of USD 10.417 million (corresponding to approximately 5% of the consolidated sales of the Bidder for the financial year ending December 31, 2016 as per Annual Report 2016) or more; or

ii. a reduction in the annual consolidated EBIT in the (equivalent) amount of USD 1.801 million (corresponding to approximately 10% of the Bidder’s consolidated EBIT for the financial year ending December 31, 2016 as per Annual Report 2016) or more; or

iii. a reduction in the consolidated equity in the (equivalent) amount of USD 13.891 million (corresponding to 10% of the equity of the Bidder for the financial year ending December 31, 2016 as per Annual Report 2016) or more.

“ Board Report ” has the meaning given to it in clause 4.8

“ Bidder Registered Intellectual Property ” has the meaning given to it in clause 6.1.9;

“ CO ” means the Swiss Code of Obligations of March 30, 1911 (as amended);

“ Company ” has the meaning given to it in the Parties’ list;

“ Company Board ” means the board of directors of the Company, acting if applicable through or on recommendation of the Company Board Committee;

“ Company’s Board Compensation Regulation ” means the Company’s board of directors compensation regulations of February, 2016;

“ Company Board Committee ” means the independent committee of the Company Board which was formed on 24 January 2017 to deal with all tasks related to the Aevis Offer and potential third party offers consisting of the Board members Patrick Schildknecht (chair of the Company Board Committee), Raymond Cohen, Jinsheng Dong and Thomas Rühle;

“ Company Disclosure Letter ” means the letter addressed by the Company to the Bidder in relation to the Company’s representation and warranties set forth in clause 7;

“ Company Registered Intellectual Property ” has the meaning given to it in clause 7.1.9;

“ Control ” is deemed to exist if a person or entity (either alone or with its Affiliates) owns more than half of the voting rights or equity capital of an entity, or is otherwise able to exercise a controlling influence over another person or entity, and “ Controlled ” and “ Controlling ” shall be construed accordingly;

“ Consolidated Financial Statements ” means the consolidated financial statements of the Company as set out in its 2016 annual report;

“ Equity Awards ” has the meaning given to it in clause 8;

“ Equity Plans ” has the meaning given to it in clause 8;

“ FMIA ” means the Financial Market Infrastructure Act of June 19, 2015 (as amended);

“ Governmental Authority ” means any foreign, domestic, federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other authority, body or agency, or any political or other subdivision, department or branch of any of the foregoing which has or claims to have competent jurisdiction over the relevant persons or its business, property, assets or operations;

“ Healthcare Laws ” means any and all federal, state and locals Legal Requirements, including regulations, rules, judgments, orders, manuals, program transmittals and official Governmental Authority guidance, relating to healthcare regulatory matters, including 42 U.S.C. §§ 1320a-7, 7a, and 7b, which are commonly referred to as the “Federal Fraud Statutes”; 42 U.S.C. § 1395nn, which is commonly referred to as the “Stark Statute”; 31 U.S.C. §§ 3729-3733, which is commonly referred to as the “federal False Claims Act”; the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801-3812; the Anti-Kickback Act of 1986, 41 U.S.C. §§ 8701-8707; HIPAA and its implementing regulations at 45 C.F.R. Parts 160, 162 and 164 and any other rules or regulations promulgated thereunder and similar state laws; 18 U.S.C. § 1347; the Patient Protection and Affordable Care Act of 2010 (Public Law 111-148); any federal, state or local statute or regulation relevant to false statements or claims, or the respective state-law counterparts of any of the foregoing; and all applicable federal, state, and local licensing, certificate of need, corporate practice of medicine and physician fee splitting Legal Requirements applicable to the health care items and services that the Bidder or its Affiliates provide;

“ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d-1329d-8, as amended by the Health Information Technology for Economic and Clinical Health Act, enacted as Title XIII of the American Recovery and Reinvestment Act of 2009, Public Law 111-5 and the regulations promulgated thereunder;

“ ISIN ” means the International Securities Identification Number;

“ Joint Press Release ” has the meaning given to it in clause 4.7.

“ Legal Requirements ” means any applicable provision of law, statute, rule regulation (in particular stock exchange regulations), ordinance, code, practise or any judgment, order, decision, injunction, decree or any other requirement of any Governmental Authority, including, for the avoidance of doubt, Swiss takeover law and regulations;

“ Lien ” means any lien, charge, encumbrance, or security interest, including interests arising from options, pledges, mortgages, indentures, security agreements, rights of first refusal or rights of pre-emption, whether arising under any agreement, covenant, other instrument, statutory or other law or by means of a judgment, order or decree of any Governmental Authority;

“ LTIP ” means the Company’s Bonus and Long-Term Incentive Plan for the Executive Management Team dated February 29, 2016;

“ LTIP 2014 Participants ” means Stephan Rietiker, Mike Turchi, and Stephanie Kravetz;

“ LTIP 2015 Participants ” means Stephan Rietiker and Stephanie Kravetz;

“ Main Offer Period ” has the meaning given to it in clause 2.5;

“ Merger Control and Other Approvals ” means to obtain the approval from the competent authorities in all jurisdictions whose merger control laws apply the required consents (or negative clearances, as the case may be) that the transactions contemplated by this Agreement may be consummated, and in those jurisdictions where no consent is required and clearance may be obtained by operation of the expiry of a waiting period, the respective waiting periods shall have expired or shall have been declared terminated by the competent authorities;

“ Nongovernmental Payor ” means any private insurer, health maintenance organization, preferred provider organization, other prepaid plan, health care service plan or other third party payor, under any Legal Requirement.

“ Offer ” has the meaning given to it in clause 2.1;

“ Offer Material Adverse Effect ” means a Material Adverse Effect as defined in Condition 1.b. set forth in the Pre-Announcement and the Offer Prospectus;

“ Offer Consideration ” has the meaning given to it in clause 2.1;

“ Offer Prospectus ” has the meaning given to it in clause 2.1;

“ Offeror ” has the meaning given to it in the Parties’ list;

“ PSU ” means the phantom performance share units granted under the LTIP;

“ Party ” means a party to this Agreement;

“ Payor ” has the meaning given to it in clause 6.1.13;

“ Pre-Announcement ” has the meaning given to it in clause 2.4;

“ Reimbursement Amount ” has the meaning given to it in clause 10.2;

“ Restricted Transaction ” has the meaning given to it in clause 4.3.1;

“ Representatives ” means any director, officer, employee, agent, advisor (including financial advisors, attorneys and accountants);

“ RSU ” means the restricted share units granted under the Company’s Board Compensation Regulations;

“ Shares ” has the meaning given to it in Recital (A);

“ SIX ” has the meaning given to it in Recital (A);

“ Subsidiaries ” means the subsidiaries of the Company listed in Schedule 4 ;

“ Subsidiary Shares ” has the meaning given to it in clause 7.1.2

“ Superior Offer ” means a bona fide unsolicited offer (including, for the avoidance of doubt, an amended offer potentially submitted by AEVIS) in writing to the Company to acquire all or at least 50% of the Shares or a majority of the consolidated assets of the Company and its Subsidiaries on terms which the Company Board Committee determines in good faith, after consultation with outside counsel and its financial advisor, to be more favorable to the holders of Shares than the transactions contemplated by this Agreement, taking into account all the terms and conditions of such offer, which is fully financed or, to the extent that consideration in the form of shares or other equity securities is contemplated, subject only to relevant shareholder approval and approvals from a Governmental Authority that are required in this context.

“ Takeover Ordinance ” means the Ordinance of the Takeover Board on Public Takeover Offers of 21 August 2008 (as amended);

“ TOB ” means the Swiss Takeover Board;

“ Trading Days ” means the days on which the Shares are traded on the SIX.

“ Trigger Event ” has the meaning given to it in clause 8.2;

1.2 The table of contents and headings and sub-headings of this Agreement are for convenience only and shall not affect the construction of this Agreement.

1.3 Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders.

1.4 References to any person (which for the purposes of this Agreement shall include bodies corporate, unincorporated associations, partnerships, trusts, governments, governmental agencies and departments, statutory bodies or other entities, in each case whether or not having a separate legal personality) shall include the person’s successors.

1.5 The words “ other ”, “ include ”, “ including ” and “ in particular ” do not connote limitation in any way.

1.6 References to recitals, schedules, sections and sub-clauses are to (respectively) recitals to, schedules to, and sections and sub-clauses of, this Agreement (unless otherwise specified) and references within a schedule to certain sections are to sections of that schedule (unless otherwise specified).

1.7 References in this Agreement to any statute, ordinance, statutory provision, regulation, directive or other legislation include a reference to that legislation as amended or replaced from time to time (whether before or after the date of this Agreement) and include any order, regulation, instrument or other subordinate legislation made under the relevant legislation.

1.8 References to any Swiss legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, organisation, body, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than Switzerland be deemed to refer to and include that action, remedy, method of judicial proceeding, legal document, legal status, court, organisation, body, official, legal concept, state of affairs or thing which most nearly approximates in that jurisdiction to the Swiss legal term.

1.9 Where a German term has been inserted after an English term in italics, the German term alone shall be authoritative for the purpose of interpreting such English term, without regard to any other interpretation of the English term.

1.10 This Agreement is drafted in English for convenience purposes only, and the fact that the English language is used herein shall not be a reason to refer to laws, doctrine or case law of any English-speaking jurisdiction in the interpretation of this Agreement. Rather, this Agreement shall exclusively be interpreted by reference to Swiss laws, doctrine and case law.

1.11 Any reference to “ writing ” or “ written ” includes faxes and any legible reproduction of words delivered in permanent and tangible form, including PDF files transmitted by e-mail (but does not include plain e-mail).

2. Submission of a Public Tender Offer by the Bidder

A. Terms of the Offer

2.1 Subject to the terms and conditions of this Agreement, the Bidder shall, or shall procure that the Offeror shall, make a public tender offer for all publicly held Shares (the “ Offer ”), offering the shareholders of the Company for each Share the following consideration:

· 0.1457 shares of BioTelemetry Common Stock along with CHF 10.00 in cash (the “ Main Offer Consideration ”), or, at the choice of each LifeWatch shareholder,

· 0.2185shares of BioTelemetry Common Stock along with CHF 8.00 in cash (the “ Alternative Offer Consideration ”)

for each LifeWatch Share (the Main Offer Consideration and the Alternative Offer Consideration together, the “ Offer Consideration ”). LifeWatch shareholders may individually elect to receive either the Main Offer Consideration or the Alternative Offer Consideration, but not both.

2.2 The Offeror shall publish the offer prospectus relating to the Offer (the “ Offer Prospectus ”) based on the terms set forth in the Pre-Announcement in accordance with applicable Legal Requirements.

2.3 Except for matters that relate solely to the Bidder or its Affiliates or are of a merely formal nature, and except for changes requested by the TOB or any other authority or court, the Bidder or its advisors shall consult with the Company or its advisors sufficiently in advance with respect to the content of the Offer Prospectus and they shall take into account any reasonable comments that the Company or its advisors may make.

B. Implementation of the Offer

2.4 The Bidder shall make a pre-announcement of the Offer ( Voranmeldung ) (the “ Pre-Announcement ”) in the form of the draft attached hereto as Schedule 1 . Except for amendments which relate solely to the Bidder, are immaterial in the context of the Offer, are requested or required by the TOB or any other authority or court or are not adverse in any respect to the holders of the Shares, any amendments to the Pre-Announcement require the prior written consent of the Company.

2.5 The Pre-Announcement shall be published on 9 April 2017 prior to or around 10:00 p.m. Central European Summer Time (“ CEST ”) in German, French and English and in accordance with the Legal Requirements, in particular the Swiss takeover law provisions. Thereupon, the Offer Prospectus shall be published, again in accordance with the relevant Swiss takeover law provisions within 5 Trading Days if such time limit is not prolonged by the TOB.

2.6 Unless the TOB orders otherwise, the Offer shall remain open for acceptance for 20 Trading Days as provided for in the Pre-Announcement and the Offer Prospectus (the “ Main Offer Period ”). The Bidder reserves the right to extend the Main Offer Period with the approval of the TOB.

C. Satisfaction of the Offer Conditions by the Bidder and Information of the Company

2.7 The Bidder shall use reasonable best efforts that the conditions of the Offer as provided for in the Pre-Announcement and the Offer Prospectus are satisfied as expeditiously as reasonably practicable. In particular, the Bidder shall make all notifications and filings reasonably necessary for the satisfaction of the condition to the Offer set out in section 1.b. of the Pre-Announcement (“ Merger Control and Other Approvals ” or similar). Subject to Legal Requirements, the Company and the Bidder will cooperate in all respect with each other in connection with any notifications and filings required to obtain the satisfaction of the condition to the Offer set out in section 1.b. of the Pre-Announcement (“ Merger Control and Other Approvals ” or similar) as expeditiously as practicable.

2.8 Upon publication of the Pre-Announcement, the Bidder shall keep the Company informed at least weekly of the status of the Offer and — as far as the satisfaction of such conditions is under its control — the progress towards satisfaction of the conditions to the Offer, in particular such set out in section 1.b. of the Pre-Announcement (“ Merger Control and Other Approvals ” or similar).

2.9 Subject to applicable Legal Requirements relating to the sharing of information, the Bidder shall furnish the Company with copies of all documents (except documents or portions thereof for which confidential treatment has been requested or given) and correspondence (i) prepared by or on behalf of the Bidder for any Governmental Authority and afford the other party opportunity to comment and participate in responding, where appropriate; and (ii) received by or on behalf of the Bidder from any Governmental Authority, in each case in connection with any such consent, authorization, order or approval. Notwithstanding the foregoing, information and materials of the Bidder which are commercially or from a competition law point of view sensitive will be provided to the Company on an outside counsel-to counsel basis only.

3. Further Obligations of the Bidder

A. Creation of additional Bidder Common Stock

3.1 The Bidder shall take all necessary steps to create additional Bidder Common Stock if the (existing) Bidder Common Stock is not sufficient to accommodate the Offer.

3.2 The Bidder Common Stock (including any additional Bidder Common Stock pursuant clause 3.1) issued in the Offer shall concurrently with the settlement of the Offer, i.e. the transfer of the Bidder Common Stock to the shareholders of the Company having accepted the Offer, be approved for listing on the NASDAQ market and be freely tradeable, subject to all applicable laws and stock exchange rules, including United States securities laws.

B. Conduct of Business

3.3 Unless:

(i) otherwise provided herein; or

(ii) resolved by a general meeting of shareholders of the Bidder despite the board of directors of Bidder having recommended to reject the proposed resolution(s),

the Bidder shall, and shall procure that its Affiliates, continue to operate their business as a going concern, in the ordinary course of business and consistent with past practice and the currently existing business plan, in all material respects, and in compliance with the Legal Requirements at all times from the date of this Agreement through the settlement of the Offer, and use its reasonable efforts to preserve, in all material respects, substantially intact its business organization and goodwill, keep available the services of its officers and employees and preserve the relationships with the persons having business relationships with the Bidder or its Affiliates.

4. Support of the Offer by the Company

A. Company Board Approval

4.1 The Company hereby confirms that the Company Board has unanimously resolved the following:

4.1.1 that this Agreement and the transactions contemplated hereunder are at the date of such resolution in the interest of the Company and its shareholders and, therefore, the execution of this Agreement has been approved;

4.1.2 to recommend acceptance of the Offer pursuant to clauses 4.8-4.10;

4.1.3 to register the Bidder in the Company’s share register as shareholder with voting rights with respect to all Shares the Bidder has acquired or may acquire in its own name and for its own account by virtue of the Offer or otherwise.

B. General Support and Cooperation

4.2 Subject to any constraints under applicable Legal Requirements, the Company shall:

4.2.1 publicly support the Offer and refrain, and procure that its Subsidiaries as well as its and the Subsidiaries’ directors and officers refrain, from any acts, filings and statements that could reasonably be expected to adversely affect the Offer or its success;

4.2.2 cooperate with the Bidder and give the persons designated by the Bidder reasonable access to the Company’s management and the relevant persons designated by the Company’s management, and provide the Bidder with all documents and information reasonably requested by the Bidder, if such access and/or such documents and information are reasonably necessary to

(1) prepare any filings with the TOB, the Swiss Financial Market Supervisory Authority, SIX, the U.S. Securities and Exchange Commission or any other competent Governmental Authority,

(2) procure or verify the satisfaction of the conditions to the Offer, and

(3) implement and settle the Offer.

4.2.3 use reasonable best efforts to solicit the tender of the Shares into the Offer by its shareholders.

C. Non-Solicitation and Superior Offer

4.3 The Company shall not, and shall procure that its Affiliates and its and its Affiliates’ Representatives do not as of the date of this Agreement:

4.3.1 solicit or initiate inquiries or proposals from or discuss or negotiate or continue discussions or negotiations with any third party relating to an acquisition in whole or in part of any Shares, the Company or any of the Company’s or its Subsidiaries’ material assets or businesses (“material” to be construed as a value of more than 10% of the consolidated balance sheet of the Company as per 31 December 2016), whether directly or indirectly, through a public offer, a purchase of shares or assets, a merger or otherwise (each a “ Restricted Transaction ”);

4.3.2 enter into any (binding or non-binding) letter of intent or agreement relating to a Restricted Transaction;

4.3.3 provide any non-public information and/or due diligence information to any third party (or any of such third party’s Affiliates) that would reasonably be expected to be considering a Restricted Transaction, unless the Swiss public takeover law duty to treat offerors equally requires the Company to do so.

4.4 In the event that the Company becomes aware that a third party has the intention of preparing or pursuing a Restricted Transaction, it shall promptly inform the Bidder of such intention, including the price and the applicable conditions to the extent not prohibited by the Legal Requirements.

4.5 Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement will prohibit the Company from providing confidential information to, or discussing or negotiating with, any third party that has expressed in writing (a) an intention to announce a Superior Offer or (b) a proposal that could reasonably be expected to become a Superior Offer, in each case not solicited after the date of this Agreement as per clause 4.3.1 and in circumstances where the Company Board believes in good faith, after consultation with its financial and legal advisors, that such third party has the capability and the financial means to consummate a Superior Offer.

4.6 The Company Board will not:

4.6.1 withdraw (or modify or qualify in any manner adverse to the Bidder) the recommendation of the Offer; or

4.6.2 approve or recommend any Restricted Transaction (including the Aevis Offer);

4.6.3 in each case, make an announcement to that effect;

unless, in each case,

(a) a Superior Offer is submitted, and, as a result thereof, the Company Board determines in good faith, after consultation with outside counsel, that the failure to take any action referred to in 4.6.1 — 4.6.3 above in relation to such Superior Offer would violate its fiduciary duties pursuant to article 717 CO; provided that prior to taking any action referred to in 4.6.1 — 4.6.3 above, the Company Board granted the Bidder the opportunity to submit to it in writing, within five (5) Trading Days, an improved offer so that the Offer is at least as favourable as such Superior Offer; or

(b) a Bidder Material Adverse Event occurs and, as a result thereof, the Company Board determines in good faith, after consultation with outside counsel, that maintaining the recommendation of the Offer would violate its fiduciary duties pursuant to Article 717 CO.

D. Joint Press Release

4.7 On the date of the publication of the Pre-Announcement, the Bidder and the Company shall each publish a joint press release, substantially in the form set forth in Schedule 2 (the “ Joint Press Release ”). In such press release, the Company Board Committee shall make public its support for the Offer.

E. Report of the Company Board

4.8 The Company shall prepare the report of the Company Board (the “ Board Report ”) in accordance with Legal Requirements, if possible for inclusion in the Offer Prospectus in German, French and English. In the Board Report the Company Board shall recommend that the shareholders of the Company accept the Offer. If possible, the Company Board shall issue the final Board Report as of such time as is necessary for the Bidder to be able to include and publish it together with the Offer Prospectus.

4.9 Except for matters that relate solely to the Company or its Affiliates or are of mere formal nature, and except for changes requested by the TOB or any other authority or court, the Company or its advisors shall consult with the Bidder or its advisors sufficiently in advance with respect to the content of the Board Report and they shall take into account any reasonable comments that the Bidder or its advisors may make.

4.10 The Company Board shall only have the right to withdraw its recommendation of the Offer, or approve or make any announcement to that effect, in accordance with clause 4.6 above.

F. Fairness Opinion

4.11 The Company Board will retain a fairness opinion from Raiffeisen Switzerland, Corporate Finance, Zurich, Switzerland confirming that the Offer Consideration is fair from a financial perspective, a draft being attached hereto as Schedule 3 . Such fairness opinion shall be published in German, French and English as an integral part of and concurrently with the Board Report in accordance with art. 30 para. 5 of the Takeover Ordinance.

G. Satisfaction of the Offer Conditions by the Company and Information of the Bidder

4.12 To the extent possible, the Company shall apply reasonable best efforts to ensure that the conditions of the Offer as provided for in the Pre-Announcement and the Offer Prospectus are satisfied. In particular, the Company shall make all notifications and filings that are required and reasonably necessary for the satisfaction of the condition to the Offer set out in section 1.b. of the Pre-Announcement.

4.13 Subject to applicable Legal Requirements relating to the sharing of information, the Company shall furnish the Bidder with copies of all documents (except documents or portions thereof for which confidential treatment has been requested or given) and correspondence (i) prepared by or on behalf of the Company for any Governmental Authority and afford the other party opportunity to comment and participate in responding, where appropriate; and (ii) received by or on behalf of the Company from any Governmental Authority, in each case in connection with any such consent, authorization, order or approval. Notwithstanding the foregoing, information and materials of the Company which are commercially or from a competition law point of view sensitive will be provided to the Bidder on an outside counsel-to counsel basis only.

H. Consultation on Communication

4.14 The Company shall consult with the Bidder sufficiently in advance on any written communication which it or its advisors propose(s) to make or submit to the TOB or any other competent Governmental Authority in connection with the Offer. The Company shall take into account any reasonable comments that the Bidder or its advisors may make in relation to any such communication prior to making any such communication. The Company will inform the Bidder of any material development in the proceedings with, and provide them with copies of any of its filings or other written communication to the TOB or any other competent Governmental Authority in connection with the Offer.

5. Further Obligations of the Company

A. Registration in the Shareholder Register of the Company

5.1 Upon request, the Company Board shall promptly resolve to register and shall promptly register the Bidder in the Company’s share register as shareholder with voting rights with respect to all Shares that the Bidder has acquired in its own name and for its own account by virtue of the Offer or otherwise.

B. Trading and Other Restrictions

5.2 The Company is aware that, as from the execution of this Agreement, it and its Subsidiaries are deemed to be acting in concert with the Bidder and its Affiliates with respect to the Offer, in accordance with art. 11 of the Takeover Ordinance.

5.3 The Company shall comply and procure that its Subsidiaries comply at all times from the date of execution of this Agreement until (and including) the day falling six (6) months after the end of the additional acceptance period of the Offer (the “ Additional Acceptance Period ”), with the obligations set out in art. 12 of the Takeover Ordinance, including the best price rule pursuant to art. 12 para. 1 lit. b and art. 10 of

the Takeover Ordinance. The Company, among other things, shall, and shall procure that its Subsidiaries and its and its Subsidiaries’ Representatives shall, refrain from doing anything which may result in an obligation of the Bidder or any other Person, to increase the Offer Consideration.

5.4 The Company shall not, and shall procure that neither its Subsidiaries, nor any person acting at its or their direction, shall, from the date of the execution of this Agreement until (and including) the day falling six (6) months after the end of the Additional Acceptance Period, without the prior consent of the Bidder:

5.4.1 acquire, or agree to acquire, any shares (including Shares), other equity or equity linked securities, options, warrants, conversion rights or other securities or rights for securities in the Company (including, for the avoidance of doubt, financial instruments or other rights providing for cash settlement only); or

5.4.2 change or amend or agree to change or amend any of the terms and conditions of the Equity Plans or the options or rights granted thereunder or under any other participation plan or arrangement, or establish any new option, share or other participation plan or arrangement with respect to Shares or other equity or equity-linked securities of the Company, or agree to or perform any cash settlement or repurchase of any such options or rights;

except as set forth in clause 8.

5.5 The Company confirms that neither the Company nor any of its Subsidiaries have, in the twelve (12) months prior to the date of the execution of this Agreement, directly or indirectly, acquired any Shares, other equity or equity-linked securities, options, warrants, conversion rights or other securities or rights for securities in the Company at a price, or a price that translates into a price, that is higher than the Offer Consideration.

C. Conduct of Business

5.6 Unless:

(iii) otherwise provided herein; or

(iv) resolved by a general meeting of shareholders of the Company convened at the specific request of a third party shareholder holding 10% or more of the voting rights of the Company, and the Company Board having recommended the rejection of the proposed item(s),

the Company shall, and shall procure that its Subsidiaries, continue to operate their business as a going concern, in the ordinary course of business and consistent with past practice and the currently existing business plan and in compliance with the Legal Requirements at all times from the date of this Agreement through the settlement of the Offer, and use its reasonable efforts to preserve substantially intact its business organization and goodwill, keep available the services of its officers and employees and preserve the relationships with the persons having business relationships with the Company or its Subsidiaries.

5.7 Without limitation to the foregoing, unless required by Legal Requirements the Company shall not, and shall procure that each of its Subsidiaries will not, and that no person on their behalf will, without the prior consent of the Bidder which shall not unreasonably be withheld, do or arrange to do any of the following from the date of this Agreement through to the settlement of the Offer:

5.7.1 do anything that could materially interfere with, inhibit or impair, hinder or delay the consummation of the Offer or any of the other transactions contemplated by this Agreement;

5.7.2 hire any director, officer or employee with an individual aggregate compensation in excess of CHF 150’000 or make any change in the terms of service or employment of any director, officer or employee of the Company or its Subsidiaries with an individual change in the aggregate compensation in excess of CHF 50’000 other than (x) increases in compensation in the ordinary course of business consistent with past practice or (y) in accordance with existing agreements or, in the case of employees, collective bargaining arrangements, in each case as in existence on the date of this Agreement;

5.7.3 (A) grant any change-in-control, retention, severance or termination pay to, or increase in any manner the change-in-control, retention, severance or termination pay of any director, officer or employee of the Company or any of its Subsidiaries, (B) grant any awards (including grants of any stock or stock-based awards or the removal of existing restrictions in any Equity Plans or awards made thereunder), (C) take any action to fund or in any other way secure the payment of compensation or benefits, (D) take any action to accelerate the vesting or payment of any compensation or benefit under any Equity Plan or awards made thereunder or (E) except as may be required for continued compliance with generally accepted accounting principles in the relevant jurisdiction, materially change any actuarial or other assumption used to calculate funding obligations with respect to any Equity Plan or change the manner in which contributions to any Equity Plan are made or the basis on which such contributions are determined, other than, in the case of sub-clauses (A), (B), (C) and (D), (1) as required by the terms of an Equity Plan as in existence on the date of this Agreement or (2) in accordance with clause 8, or (3), in the case of clause (A), except for (i) retention purposes a total grant not exceeding an aggregate value of CHF 500’000 or an individual grant to an employee of no more than 6 months’ salary and (ii) an amount not exceeding CHF 500’000 as a compensation package to executives for extra work done in the context of the Offer, subject to Legal Requirements and Company Board approval;

5.7.4 enter into, amend, modify or terminate any collective bargaining arrangements;

5.7.5 form, enter into, amend, modify, terminate or withdraw from any material partnership, consortium, joint venture or other incorporated association other than in the ordinary course of business;

5.7.6 amend or otherwise alter in any manner the articles of association other than as publicly announced prior to the Pre-Announcement or organizational regulations or similar governing documents of the Company or any of its Subsidiaries;

5.7.7 convene a general meeting of shareholders in connection with the Offer, other than in accordance with clause D (“ Resignation of Directors and Extraordinary Shareholders’ Meeting ”) of this clause 5;

5.7.8 (A) issue, sell, grant, split, subdivide, encumber, redeem, repurchase or otherwise dispose of or acquire any shares (including Shares), other equity or equity-linked securities, options, warrants, conversion rights or other securities or rights for securities in the Company or any of its Subsidiaries except for shares which are necessary to accommodate existing entitlement under any Equity Plans or (B) increase, reduce or otherwise change the share capital or capital structure of the Company or any of its Subsidiaries;

5.7.9 offer, sell, write options, assign, encumber or otherwise dispose of or transfer the legal or beneficial ownership of all or a part of the treasury Shares of the Company or solicit any offers to purchase or otherwise acquire or make a pledge of any such treasury Shares, except for the use of treasury Shares in accordance with existing entitlements under any Equity Plans;

5.7.10 authorize, apply for, or cause to be approved, the listing of shares (including Shares) on any stock exchange;

5.7.11 sell, lease, license, transfer or otherwise dispose of any material assets of the Company or any of its Subsidiaries to a third party (other than the sale of inventory and used equipment in the ordinary course of business consistent with past practice);

5.7.12 acquire (whether by means of merger, share exchange, consolidation, tender offer, asset purchase or otherwise) (A) any shares or other equity or equity-linked securities, options, conversion rights or other securities or rights for securities of any business association or (B) any assets (other than the acquisition of supplies and inventory in the ordinary course of business consistent with past practice) from a third party;

5.7.13 borrow any money from or incur any indebtedness against a third person or issue any debt securities in excess of CHF 500’000 in the aggregate;

5.7.14 enter into, or increase or extend any liability under, any guarantee or indemnity other than in the ordinary course of business consistent with past practice;

5.7.15 make, increase or extend any loan or advance or grant any credit to any third person other than Subsidiaries in excess of CHF 100’000 other than in the ordinary course of business, but in any event not in excess of CHF 500’000 in the aggregate;

5.7.16 grant, create or allow to be created any Lien over any of its assets or intellectual property rights of the Company or its Subsidiaries other than charges arising by operation of law or in the ordinary course of business consistent with past practice;

5.7.17 (A) abandon, disclaim, dedicate to the public, sell, transfer or otherwise dispose of any material intellectual property rights of the Company or its Subsidiaries, (B) grant to any third party any license, or enter into any covenant not to sue, with respect to any material intellectual property rights of the Company or its Subsidiaries (other than the grant of non-exclusive licenses of such intellectual property rights to distributors, suppliers, customers or other business partners in the ordinary course of business consistent with past practice), (C) disclose or allow to be disclosed any material confidential information to any Person, other than to Persons that are subject to a customary confidentiality or non-disclosure covenant protecting against further disclosure thereof or (D) adversely amend or modify any material intellectual property rights of the Company or its Subsidiaries in any material respect;

5.7.18 liquidate the Company or any of its Subsidiaries or incorporate any new subsidiary or effect any insolvency proceedings or reorganizations or similar transactions involving or with respect to the Company or any of its Subsidiaries, except for the contemplated liquidation of Subsidiaries in India and Japan;

5.7.19 settle any Actions other than any settlements involving only the payment of proceeds to the Company or its Subsidiaries not to exceed CHF 500’000, or monetary damages in the ordinary course of business consistent with past practice not in excess of the amounts reflected or reserved against in the Consolidated Financial Statements;

5.7.20 declare, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, except for dividends to another direct or indirect wholly owned Subsidiary of the Company;

5.7.21 enter into, amend, modify or terminate or consent to the termination (including via the failure to exercise a right to renew on commercially reasonable terms) of any (A) shareholders’ agreement, joint venture agreement, partnership or similar agreement, (B) distribution, customer, manufacturer, marketing or supply agreement, (C) agreement governing or relating to indebtedness, (D) agreement purporting to limit the ability of the Company or any of its Subsidiaries, Affiliates or Representatives to compete in any line of business or with any person or entity or in any geographic area or during any period of time or in any customer segment, (E) agreement providing for “exclusivity” or any similar requirement or “most favoured nation” or similar rights, in each case in favour of any person other than the Company or any of its Subsidiaries, (F) agreement to the extent the consummation of the Offer or any of the other transactions contemplated under this Agreement would reasonably be expected to trigger, conflict with or result in a violation of any “change of control” or similar provision of such agreement, (G) agreement relating to research or development or clinical studies or (H) agreement with any Affiliate of the Company or its Subsidiaries or any current or former director, officer or employee of any Affiliate of the Company or its Subsidiaries, or amend, modify, terminate or consent to the termination of any rights thereunder, other than, in the case of clauses (B), (C) and (G), in the ordinary course of business consistent with past practice (it being understood that entering, amending, modifying, terminating or consenting to the termination of any agreements of strategic importance shall not be deemed to be in the ordinary of course of business), in relation to ongoing activities with respect to the second generation patch, with respect to the cooperation with GE and AliveCor and the renewal or potential increase of the Company’s credit lines for inventory related purchases;

5.7.22 make any capital expenditures in excess of the aggregate amount set forth in the budget for the calendar year 2017 previously provided to the Bidder;

5.7.23 do anything that could have an Offer Material Adverse Effect or cause any of the representations set forth in clause 7 to be breached, untrue or inaccurate when given as of the settlement date of the Offer, or take any action that would be inconsistent with the obligations of a target company pursuant to article 132(2) FMIA or articles 35 to 37 Takeover Ordinance;

5.7.24 change the accounting procedures, principles or practices of the Company or any of its Subsidiaries in effect at the date of this Agreement;

5.7.25 (A) make any change (or file any such change) in any material method of tax accounting, (B) make, change or rescind any material tax election, (C) file any amended tax return, (D) file any claim for refund of a material amount of taxes, (E) enter into any closing agreement relating to a material amount of taxes or (F) waive or extend the statute of limitations in respect of material taxes, in each case outside of the ordinary course of business and, to the extent applicable, in a manner consistent with past practice;

5.7.26 cancel, compromise, waive or release any right or claim (or series of related rights and claims) or any indebtedness outside the ordinary course of business consistent with past practice; or

5.7.27 agree or announce to do any of the foregoing.

D. Resignation of Directors and Extraordinary Shareholders’ Meeting

All current members of the Company Board shall resign as members of the Company Board and the boards of any of the Company’s Subsidiaries, if applicable, no later than by the end of the Main Offer Period, subject to the Offer being successful and with effect as of the settlement date, by signing a resignation declaration in the form attached to this Agreement as Schedule 7 . The Company Board shall invite the Company’s shareholders to an extraordinary shareholders’ meeting, if and as requested by the Bidder, and schedule and recommend the election to the Company Board of those individuals proposed by the Bidder, such election to be subject to the Offer becoming unconditional, and such extraordinary shareholders’ meeting to take place no earlier than on the first day of the Additional Acceptance Period of the Offer.

E. Financial Statements

5.8 If required by the Legal Requirements, in particular Swiss public takeover laws, the Company shall prepare interim financial statements and publish such interim financial statements, together with any other information the TOB or any other Governmental Authority may require to be published, as an amendment to the Board Report and otherwise as requested by the TOB or any other Governmental Authority.

6. Representations of the Bidder

6.1 Except as set forth in the Bidder Disclosure Letter ( Schedule 6 ), the Bidder hereby represents and warrants as of the date hereof (except to the extent that any representation or warranty set forth below specifies that it is made as of any other date, in which case as of such date) the following:

6.1.1 The Bidder is duly incorporated, organised and validly existing under the laws of the State of Delaware, United States of America. No bankruptcy, insolvency or similar proceedings with general effect on its assets have been commenced or threatened against the Bidder.

6.1.2 The group chart in Schedule 5 accurately reflects the Affiliates of the Bidder and the shareholdings of the Bidder in those Affiliates correspond to the information set forth in Schedule 5 (“ Affiliates Shares ”), and, other than as set forth in Schedule 5 the Affiliates have no outstanding shares, other equity or equity-linked securities, options, warrants, conversion rights, or any other agreements relating to the sale, issuance, voting or the granting of rights to acquire any shares or other equity or equity-linked securities. The Bidder is the sole legal and beneficial owner of the Affiliates Shares, free and clear of any Liens other than restrictions imposed by applicable Legal Requirements. All Affiliates Shares have been validly issued, fully paid, are non-assessable and constitute all of the shares in the Subsidiaries.

6.1.3 The Bidder has the requisite power and authority and has taken all actions and obtained all consents and approvals necessary to execute, and perform its obligations under this Agreement. In particular, there is no vote of the Bidder’s shareholders required for such purposes at any time. The persons acting for the Bidder in the execution and performance of this Agreement have all necessary acting and representation rights in order to obligate the Bidder pursuant to the terms and conditions of this Agreement.

6.1.4 The information set forth in Recital (E) is true, correct and complete and represents the entire issued share capital of the Bidder. The Bidder Common Stock to be issued in the Offer will, upon issuance, be validly issued and freely tradable on NASDAQ.

6.1.5 Except as described in Recital (E), there are no outstanding shares, other equity or equity-linked securities, equity awards, options, warrants, calls, rights or commitments, or any other agreements of any character relating to the sale, issuance, voting or the granting of rights to acquire any shares or other equity or equity-linked securities of the Bidder.

6.1.6 This Agreement has been duly executed by the Bidder and constitutes legal, valid and binding obligations of the Bidder, enforceable against the Bidder in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally.

6.1.7 The execution and performance by the Bidder of this Agreement and the consummation of the transactions contemplated under this Agreement do not and will not (i) violate or conflict in any respect with any provision of the articles of association or organizational regulations of the Bidder, (ii) violate or conflict with any Legal Requirement applicable to the Bidder or

any of its Affiliates or by which any of their properties or assets may be bound or (iii) except as expressly envisaged in this Agreement, require any registration or filing by the Bidder or any of its Affiliates with, or any permit, license, exemption, consent, authorization or approval of, or the giving of any notice by the Bidder or any of its Affiliates to, any Governmental Authority or third party, except, in the case of clauses (ii) and (iii), to the extent not reasonably expected to result in a Bidder Material Adverse Event with respect to the Bidder and its Affiliates, taken as a whole.

6.1.8 There are no Actions pending or, to the knowledge of the Bidder, threatened against the Bidder or any of its Affiliates (i) challenging the validity of this Agreement or any transactions contemplated by this Agreement, (ii) which would reasonably be expected to substantially impair, hinder or delay the consummation of the transactions contemplated by this Agreement or (iii) which would reasonably be expected to result in a Bidder Material Adverse Event on the Bidder and its Affiliates, taken as a whole.

6.1.9 To the knowledge of the Bidder, each granted patent, registered trademark and registered copyright owned by or exclusively licensed to the Bidder and each Affiliate of the Bidder that is material to the business of Bidder and its Affiliates, taken as a whole (the “ Bidder Registered Intellectual Property ”) is valid, subsisting and enforceable.

6.1.10 To the knowledge of the Bidder there are: (i) no proceedings, claims, or actions pending against the Bidder or any of its Affiliates, or are threatened, that challenge the Bidders or any of its Affiliates’ ownership of or right to practice any Bidder Registered Intellectual Property; (ii) no interference, opposition, post-grant review, reissue, reexamination, or other similar proceeding is pending or threatened, in which the scope, validity, enforceability, or ownership of any application for a patent or patent included in the Bidder Registered Intellectual Property is being or has been contested or challenged; (iii) within twenty-four (24) months prior to the effective date of this Agreement the Bidder has not received any written notice alleging the invalidity or unenforceability of the Bidder Registered Intellectual Property or any infringement or misappropriation of any other person’s intellectual property; (iv) none of the Bidder Registered Intellectual Property is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Authority affecting adversely the rights of the Bidder or any of its Affiliates with respect thereto (excluding communications and decisions made in the ordinary course of patent prosecution); and (v) no person has materially infringed upon or materially misappropriated any of the Bidder Registered Intellectual Property, or has claimed any ownership interest in any Bidder Registered Intellectual Property that is owned by the Bidder, or is currently doing so.

6.1.11 To the knowledge of the Bidder, the Bidder and its Affiliates have implemented commercially reasonable measures to protect the confidentiality, integrity and security of the Bidder and its Affiliates’ material trade secrets and third party confidential information provided to the Bidder or any of its Affiliates. There are no claims pending or threatened against the Bidder or its Affiliates alleging a violation of any third person’s privacy or personal information or data rights except as would not, individually or in the aggregate, reasonably be expected to result in a Bidder Material Adverse Event.

6.1.12 To the knowledge of the Bidder, the Bidder and its Affiliates and their respective businesses, properties, assets and operations have been, since the last three fiscal years, and are being operated and have been and are in compliance in all material respects with all Legal Requirements applicable to such businesses, properties, assets and operations.

6.1.13 To the knowledge of the Bidder, neither the Bidder nor any of its Affiliates (i) is the subject of any audit or investigation by a Governmental Authority or Nongovernmental Payor and, there is no such audit or investigation threatened by any Governmental Authority or Nongovernmental Payor; and (ii) has been served with or received any search warrant, subpoena, or civil investigative demand from any Governmental Authority within the last three years. There is no proceeding pending or threatened by any Governmental Authority or Nongovernmental Payor (each a “ Payor ”) with respect to (i) any alleged violation by the Bidder or its Affiliates of any Legal Requirement of any Governmental Authority or any order, policy or guideline of any Nongovernmental Payor involving or relating to participation in any such Payor’s reimbursement program or eligibility to receive payment, or (ii) any revocation, cancellation, rescission, modification, or refusal to renew any agreements, certifications, or authorization of any Payor.

6.1.14 Neither the Bidder nor any Affiliate is party to a material agreement with any (i) shareholder of the Bidder or its Affiliates or (ii) any current or former director, officer or employee of the Bidder or its Affiliates, in each case other than in the ordinary course of business.

6.1.15 The information provided or to be provided by the Bidder to the Company which is to be incorporated in any Company filings is true, correct and does not omit to state any material fact necessary in order to make the statements not misleading.

6.1.16 The Bidders public filings (including the Offer Documents) do not contain any untrue statements of a material fact and does not omit to state any material fact necessary in order to make the statement not misleading.

6.1.17 With respect to services provided for or on behalf of Bidder or its Affiliates outside of the United States, including in India: (i) Bidder and its Affiliates are and have been, since January 1, 2011, in compliance with all Healthcare Laws, (ii) Bidder and its Affiliates are not aware of any internal or external inquiry into alleged violations of Healthcare Matters, and (iii) Bidder and its Affiliates are and have been, since January 1, 2011, operated in compliance with any and all contractual requirements in place with all non-governmental third party payers.

6.1.18 Neither the Bidder nor any of its Affiliates has employed any broker, financial adviser, finder or other intermediary in connection with the transactions contemplated by this Agreement to whom it would be obligated to pay broker’s, finder’s or similar fees, commissions or other compensation exceeding an aggregate amount of CHF 6 million.

6.1.19 The Bidder and its Affiliates have provided or made available to the Company (i) all material data relating to any serious adverse event (as defined in the guidelines of the U.S. Food and Drug Administration) in respect of the products sold by the Bidder and its Affiliates and (ii) all material clinical data and safety information that has resulted from research or development activities conducted by or on behalf of Bidder or any of its Affiliates with respect to such products which may contain facts that could result in an Bidder Material Adverse Event.

6.1.20 Neither the Bidder nor any of its Affiliates, or any of their respective employees, officers, directors or agents, has been suspended, debarred, convicted of any crime or engaged in any conduct that would reasonably be expected to result in (i) debarment by the U.S. Food and Drug Administration or any other regulatory authority or (ii) a violation of the U.S. Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act, 2010 or any other similar Legal Requirements. Neither the Bidder nor any of its Affiliates, or its or their employees, contractors or vendors, have been excluded from, or convicted of a crime that could result in exclusion from, participation in any U.S. state or federal health care program or any governmental health care program in any other jurisdiction.

6.1.21 The Bidder has the necessary financial funds available to settle the Offer.

6.2 If the Bidder, during the period starting from the date hereof until the settlement of the Offer, becomes aware that the representations and warranties set forth in clause 6.1 are no longer true and correct, the Bidder shall immediately inform the Company thereof and specify in reasonable detail in what respect such representations and warranties are no longer true and correct.

6.3 Moreover, the Bidder hereby represents and warrants that the funds and/or shares of the Bidder necessary to settle the Offer will, when such settlement is due, be unconditionally and irrevocably available to the Bidder.

6.4 Immediately prior to each of (i) the expiration of the Main Offer Period and (ii) the settlement of the Offer, the chief executive officer and the chief financial officer of the Bidder shall deliver to the Company a certificate dated that day confirming in writing that, to the best of their knowledge, the representations and warranties set forth in this clause 6 were true and correct as of the date of this Agreement (except to the extent that any representation or warranty specifies that it is made as of any other date, in which case as of such date). Notwithstanding anything in this Agreement to the contrary, it is not a condition to the Offer that the representations and warranties set forth in in this clause 6 continue to be true and correct as of any date and any failure of such representations and warranties to be true and correct as of any date shall not impact the obligations of the Parties under this Agreement.

7. Representations of the Company

7.1 Except as set forth in the Company Disclosure Letter ( Schedule 6 ), the Company hereby represents and warrants as of the date hereof (except to the extent that any representation or warranty set forth below specifies that it is made as of any other date, in which case as of such date) the following:

7.1.1 The Company is duly incorporated and organised and validly existing under the laws of Switzerland. No proceedings are pending or threatened which could lead to the voluntary or involuntary winding-up, liquidation or other dissolution of the Company. No composition or general assignment proceedings ( Nachlassverfahren ) are pending or have been applied for with regard to the Company.

7.1.2 The group chart in Schedule 4 accurately reflects the Subsidiaries of the Company and the shareholdings of the Company in those Subsidiaries correspond to the information set forth in Schedule 4 (“ Subsidiary Shares ”), and, other than as set forth in Schedule 4 the Subsidiaries have no outstanding shares, other equity or equity-linked securities, options, warrants, conversion rights, or any other agreements relating to the sale, issuance, voting or the granting of rights to acquire any shares or other equity or equity-linked securities. The Company is the sole legal and beneficial owner of the Subsidiary Shares, free and clear of any Liens other than restrictions imposed by applicable Legal Requirements. All Subsidiary Shares have been validly issued, fully paid, are non-assessable and constitute all of the shares in the Subsidiaries.

7.1.3 The Company has the full requisite power and authority and has taken all actions and obtained all consents and approvals necessary to execute, and perform its obligations under this Agreement. The persons acting for the Company in the execution and performance of this Agreement have all necessary acting and representation rights in order to obligate the Company pursuant to the terms and conditions of this Agreement.

7.1.4 The information set forth in Recital (A) is true, correct and complete. The Shares are validly issued and represent the entire issued share capital of the Company except for the shares issued from of its conditional capital, which have not yet been registered in the Commercial Register and are not listed at the SIX. Except as set forth in clause 8 below, there are no outstanding shares, other equity or equity-linked securities, equity awards, options, warrants, calls, rights or commitments, or any other agreements of any character relating to the sale, issuance, voting or the granting of rights to acquire any shares or other equity or equity-linked securities of the Company.

7.1.5 This Agreement has been duly executed by the Company and constitutes legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally.

7.1.6 The execution and performance by the Company of this Agreement and the consummation of the transactions contemplated under this Agreement do not and will not (i) violate or conflict in any respect with any provision of the articles of association or organizational regulations of the Company, (ii) violate or conflict with any Legal Requirement applicable to the Company or any of its Subsidiaries or by which any of their properties or assets may be bound or (iii) except as expressly envisaged in this Agreement, require any registration or filing by the Company or any of its Subsidiaries with, or any permit, license, exemption, consent, authorization or approval of, or the giving of any notice by the Company or any of its Subsidiaries to, any Governmental Authority or third party, except, in the case of clauses (ii) and (iii), to the extent not reasonably expected to result in an Offer Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole.

7.1.7 There are no Actions pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries (i) challenging the validity of this Agreement or any transactions contemplated by this Agreement, (ii) which would reasonably be expected to substantially impair, hinder or delay the consummation of the transactions contemplated by this Agreement or (iii) which would reasonably be expected to have an Offer Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.

7.1.8 As of the date of this Agreement the Company is not aware that 10% or more of the Company’s outstanding voting securities are held by U.S. Holders as defined in Rule 800(h) of the United States Securities Act of 1933, as amended, and the Company has no class of securities registered pursuant to Section 12 of the United States Securities Exchange act of 1934, as amended .

7.1.9 To the knowledge of the Company, each granted patent, registered trademark and registered copyright owned by or exclusively licensed to the Company and each Subsidiary of the Company that is material to the business of the Company and its Subsidiaries, taken as a whole (the “ Company Registered Intellectual Property ”) is valid, subsisting and enforceable.

7.1.10 To the knowledge of the Company there are: (i) no proceedings, claims, or actions pending against the Company or any Subsidiary of the Company, or are threatened, that challenge the Company’s or any of its Subsidiaries’ ownership of or right to practice any Company Registered Intellectual Property; (ii) no interference, opposition, post-grant review, reissue, reexamination, or other similar proceeding is pending or threatened, in which the scope, validity, enforceability, or ownership of any application for a patent or patent included in the Company Registered Intellectual Property is being or has been contested or challenged; (iii) within twenty-four (24) months prior to the effective date of this Agreement the Company has not received any written notice alleging the invalidity or unenforceability of the Company Registered Intellectual Property or any infringement or misappropriation of any other person’s intellectual property; (iv) none of the Company Registered Intellectual Property is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Authority affecting adversely the rights of the Company or any Subsidiary of the Company with respect thereto (excluding communications and decisions made in the ordinary course of patent prosecution); and (v) no person has materially infringed upon or materially misappropriated any of the Company Registered Intellectual Property, or has claimed any ownership interest in any Company Registered Intellectual Property that is owned by the Company, or is currently doing so.

7.1.11 To the knowledge of the Company, the Company and its Subsidiaries have implemented commercially reasonable measures to protect the confidentiality, integrity and security of the Company and its Subsidiaries’ material trade secrets and third party confidential information provided to the Company or any of its Subsidiaries. There are no claims pending or threatened against the Company or its Subsidiaries alleging a violation of any third person’s privacy or personal information or data rights except as would not, individually or in the aggregate, reasonably be expected to have an Offer Material Adverse Effect.

7.1.12 To the knowledge of the Company, the Company and its Subsidiaries and their respective businesses, properties, assets and operations have been, since the last three fiscal years, and are being operated and have been and are in compliance in all material respects with all Legal Requirements applicable to such businesses, properties, assets and operations.

7.1.13 To the knowledge of the Company, neither the Company nor any of its Subsidiaries (i) is the subject of any audit or investigation by a Governmental Authority or Nongovernmental Payor) and, there is no such audit or investigation threatened by any Governmental Authority or Nongovernmental Payor; and (ii) has been served with or received any search warrant, subpoena, or civil investigative demand from any Governmental Authority within the last three years. There is no proceeding pending or threatened by any Governmental Authority or Nongovernmental Payor with respect to (i) any alleged violation by the Company or its Subsidiaries of any applicable Legal Requirement of any Governmental Authority or any order, policy or guideline of any Nongovernmental Payor involving or relating to participation in any such Payor’s reimbursement program or eligibility to receive payment, or (ii) any revocation, cancellation, rescission, modification, or refusal to renew any agreements, certifications, or authorization of any Payor.

7.1.14 Neither the Company nor any Subsidiary is party to a material agreement with any (i) shareholder of the Company or its Subsidiaries or (ii) any current or former director, officer or employee of the Company or its Subsidiaries, in each case other than in the ordinary course of business.

7.1.15 Neither the Company nor any of its Subsidiaries has employed any broker, financial adviser, finder or other intermediary in connection with the transactions contemplated by this Agreement to whom it would be obligated to pay broker’s, finder’s or similar fees, commissions or other compensation exceeding an aggregate amount of CHF 6 million.

7.1.16 The Company and its Subsidiaries have provided or made available to the Bidder (i) all material data relating to any serious adverse event (as defined in the guidelines of the U.S. Food and Drug Administration) in respect of the products sold by the Company and its Subsidiaries and (ii) all material clinical data and safety information that has resulted from research or development activities conducted by or on behalf of Company or any of its Subsidiaries with respect to such products which may contain facts that could result in an Offer Material Adverse Effect.

7.1.17 Neither the Company nor any of its Subsidiaries, or any of their respective employees, officers, directors or agents, has been suspended, debarred, convicted of any crime or engaged in any conduct that would reasonably be expected to result in (i) debarment by the U.S. Food and Drug Administration or any other regulatory authority or (ii) a violation of the U.S. Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act, 2010 or any other similar Legal Requirements. Neither the Company nor any of its Subsidiaries, or its or their employees, contractors or vendors, have been excluded from, or convicted of a crime that could result in exclusion from, participation in any U.S. state or federal health care program or any governmental health care program in any other jurisdiction.

7.2 If the Company, during the period starting from the date hereof until the settlement of the Offer, becomes aware that the representations and warranties set forth in this clause 7.1 are no longer true and correct, the Company shall immediately inform the Bidder thereof and specify in reasonable detail in what respect such representations and warranties are no longer true and correct.

7.3 Immediately prior to each of (i) the expiration of the Main Offer Period and (ii) the settlement of the Offer, the chief executive officer and the chief financial officer of the Company shall deliver to the Bidder a certificate dated that day confirming in writing that, to the best of their knowledge, the representations and warranties set forth in this clause 7 were true and correct as of the date of this Agreement (except to the extent that any representation or warranty specifies that it is made as of any other date, in which case as of such date). Notwithstanding anything in this Agreement to the contrary, it is not a condition to the Offer that the representations and warranties set forth in in this clause 7 continue to be true and correct as of any date and any failure of such representations and warranties to be true and correct as of any date shall not impact the obligations of the Parties under this Agreement.

8. Equity Plans

8.1 The Company has the following types of equity awards (together “ Equity Awards ”) for employees and the company Board members granted under the following equity plans (“ Equity Plans ”):

8.1.1 According to the Company’s Board Compensation Regulations a total of 36’192 RSUs have been awarded to members of the Company Board for the business year 2014, which are currently blocked, but will be released upon a change of control as defined in the Board of Directors Compensation Regulations. As of the date of this Agreement, no further Shares will be awarded or provided to the Company Board. As of the date of this Agreement, no further RSUs will be awarded or provided.

8.1.2 According to the LTIP, a total of 20’939 PSUs have been awarded to the LTIP 2014 Participants for the business year 2014. These 20’939 PSUs entitle the LTIP 2014 Participants to receive 20’939 Shares upon the Offer constituting a Corporate Transaction (as defined in the LTIP). For 2015, a total of 10’079 PSUs have been awarded to the LTIP 2015 Participants, which currently do not provide a right to receive Shares even if the Offer constitutes a Corporate Transaction (as defined in the LTIP). As of the date of this Agreement, no further PSUs will be awarded or provided.

8.1.3 According to agreements with two employees, 10’000 blocked shares have been awarded to such employees, which will be released upon a change of control. As of the date of this Agreement, no further blocked shares will be awarded or provided.

8.2 The Company Board and/or its compensation committee shall take any necessary resolutions regarding the Equity Plans in order to procure that all Equity Awards, subject to the Offer becoming successful ( zustande gekommen ) (the “ Trigger Event ”), will be treated as provided for in clause 8.3. These amendments to the Equity Plans and the respective treatment of the Equity Awards shall be subject to the TOB or any other Governmental Authority decision or decree that these amendments (x) do not infringe or trigger the best price rule, (y) do not violate any other Legal Requirement and (z) do not result in the Offer not being compliant with Legal Requirements.

8.3 Against this background, the Equity Awards under the Equity Plans shall be treated as follows:

8.3.1 The applicable vesting or blocking periods for any RSUs, PSUs or blocked shares pursuant to Sections 8.1.1 to 8.1.3, with respect to which the applicable vesting or blocking period has not expired before the Trigger Event, shall be waived and each such RSU and PSU shall immediately vest and all blocked shares shall be released and all PSUs will be converted into a number of Shares equal to the number of Shares corresponding to such PSU. The respective Shares shall be tendered into Offer unless the respective employee instructs otherwise

8.3.2 All Equity Plans which have not been terminated before settlement of the Offer shall be terminated effective as of settlement of the Offer.

8.4 The Company shall fulfill its obligations, and shall cause each of its Subsidiaries to fulfill each of their respective obligations, to inform and consult, under applicable Legal Requirements, with any employee representative bodies (including any unions, labor organizations or works councils) which represent employees, or with employees, affected by the transactions contemplated by this Agreement.

9. Protection of Directors and Executive Management

9.1 Subject to the settlement of the Offer, the Bidder agrees to, and will procure that any of its Affiliates and, from and after the settlement of the Offer, the Company, will refrain from making and enforcing any claim against the current members of the Company’s and its Subsidiaries’ respective boards of directors and executive management for any claims, damages, obligations or other liabilities that the Company, any of its Subsidiaries or any of its or their respective Representatives has or may have suffered arising out of any event, change, fact or occurrence occurring on or before the date of Settlement; provided that the foregoing shall not apply in relation to any willful, fraudulent or grossly negligent acts or omissions of any such person.

9.2 After the settlement of the Offer and subject to any wilful, fraudulent or grossly negligent acts or omissions, the Bidder shall cause the Company and its Subsidiaries to fully release and discharge each current member of the Company Board and the executive management of the Company and each member of the board of directors and the executive management of each Subsidiary of the Company, at the relevant next ordinary shareholders’ meeting(s), from and in respect of any claims, damages, obligations or other liabilities that any such person has or may have suffered arising out of any event, change, fact or occurrence occurring on or before the .

9.3 The Bidder shall ensure that all such directors and members of the executive management of the Company and its Subsidiaries resigning or being dismissed from the Company and or its Subsidiaries continue to be covered by a directors’ and officers’ “tail” insurance policy with at least the same coverage as the directors’ and officers’ insurance policies of the Company and its Subsidiaries in existence prior to the settlement of the Offer for an additional period of at least 36 months following the end of their respective terms of office provided that, if the aggregate premium for such insurance exceeds 300% of the current annual premium for such insurance, then the Bidder shall provide a policy for the applicable individuals with the best coverage as is then available at a cost up to but not exceeding 300% of such current annual premium.

9.4 The agreements and obligations under this clause 9 are expressly made and undertaken for the benefit of ( zu Gunsten von ) each (existing or former) director of the Company, each (existing or former) director representing the Company or its Subsidiaries and each (existing or former) member of the executive management of the Company and its Subsidiaries. Each such individual may independently claim against the Bidder and enforce the Bidder’s obligations under this clause 9 as though he or she were a party to this Agreement, and the Company agrees that it will not release the Bidder from any of the Bidder’s obligations, or waive any agreements, claims or rights hereunder, without the prior written consent of each such individual.

10. Costs and Expenses

10.1 Except as expressly provided otherwise herein, each Party shall bear its own costs and expenses (including advisory fees) incurred in the negotiation, preparation and completion of this Agreement.

10.2 The Company agrees to pay to the Bidder an amount of CHF 1’295’000, corresponding to approximately 0.5% of the aggregate Offer Consideration (the “ Reimbursement Amount ”), as partial reimbursement of the costs, expenses and/or damages that the Bidder has incurred or will incur for preparing and making the Offer if the Offer is not successful or does not become unconditional for a reason attributable to (i) a material breach of this Agreement by the Company (including, for the avoidance of doubt, a termination of this Agreement by the Company without being entitled to do so pursuant to clause 12) or the failure to satisfy offer conditions relating to (1) the resignation of members of the Company Board, (2) the absence of adverse resolutions at the general meeting of shareholders, provided that the related motions were submitted by the Company Board or (3) the limitations on material acquisitions and dispositions and the incurrence of indebtedness.

10.3 With view to the reimbursement obligation pursuant to this clause 10.3, the Bidder waives its rights to claim (further) damages under any title whatsoever except for grossly negligent or intentional behaviour.

10.4 The right to request specific performance shall be preserved.

11. Press Releases and Other Public Announcements / Confidentiality

11.1 Following the date of this Agreement and subject to any obligations or constraints under mandatory laws and regulations, in particular the listing rules of the SIX and the Swiss public takeover law duty to treat offerors equally, all public announcements or press releases issued in connection with the Offer shall only be published after the Bidder and the Company have consulted and agreed on the contents of such public announcements or press releases.

11.2 The confidentiality agreement entered into between the Bidder and the Company on February 10, 2017 shall continue in full force and effect, but shall terminate if and once the Offer has been settled.

12. Termination

12.1 This Agreement may be terminated with immediate effect by giving notice in writing to the other Party:

12.1.1 by either Party if the Offer has failed in accordance with Swiss Takeover laws and regulations or if the Bidder otherwise withdraws from continuing or settling the Offer (if the TOB permits the Offer no longer to remain open or not to be settled), in each case without any violation of this Agreement and in accordance with Swiss takeover laws and regulation;

12.1.2 by either Party if the other Party materially breaches any representations or warranties or materially breaches its other obligations under this Agreement, unless fully remedied by the breaching Party as soon as possible applying best efforts; provided that the Agreement may not be terminated pursuant to this clause 12.1.2 by any Party that is then in material breach of its obligations under this Agreement;

12.1.3 by the Company if the Offer is not pre-announced as per clause 2.1, or the Offer Prospectus is not published by the Offeror as a result of failure of the Offeror to use its reasonable best efforts to prepare and file the Offer Prospectus in accordance with clause 0 within the periods provided for by Swiss takeover laws and regulations (or within any extension granted by the TOB); provided that this Agreement may not be terminated pursuant to this clause 12.1.3 by the Company if the Company is then in breach of its obligations under this Agreement;

12.1.4 by the Bidder if the Company Board fails to issue a Board Report (including recommendation of the Offer) as per clause 4.8 or withdraws or modifies its recommendation of the Offer to the Shareholders of the Company in any manner adverse to the Bidder or makes an announcement to such effect unless the Company Board is entitled to do so as per clause 4.6.

12.1.5 by each Party once the Company Board has concluded as per clause 4.6 to recommend a Superior Offer without the Bidder having submitted an improved offer as per clause 4.6;

12.1.6 by the Bidder if a competing offer has an acceptance rate of 50% or more of the Shares then outstanding and which competing offer is declared unconditional by the competing bidder; or

12.1.7 by either Party in case the satisfaction of any of the conditions of the Offer as provided for in the Pre-Announcement and the Offer Prospectus has become impossible.

12.2 If this Agreement is terminated according to clause 12.1, such termination shall be without liability of any Party to the other Party, except as set forth in clause 10.2.

12.3 If this Agreement is terminated as provided herein, all provisions of this Agreement shall cease to be effective, except clause 10 ( Costs and Expenses ), this clause 12 ( Termination ) as well the remaining clauses 13-20 which shall survive any termination of this Agreement.

13. Third party rights

This Agreement and the documents referred to in it are made for the benefit of the parties to them and their successors and permitted assigns, and, except for Clause 9 ( Protection of Directors and Executive Management ), are not intended to benefit, or be enforceable by, any other person.

14. Notices

14.1 Any notice, consent, waiver or other communication to be given or made under this Agreement shall be in writing and shall either be delivered by hand or sent by registered mail or facsimile transmission or in PDF format by e-mail. Delivery by courier shall be regarded as delivery by hand.

14.2 Communications must be sent to the address of the relevant Party or the facsimile number or by PDF to the e-mail address set out below or to such other address or facsimile number or e-mail address and for the attention of such other person as may previously have been notified to the sending Party in accordance with this clause 14. As long as no such notification of change is received by the sending Party, communications are validly made to the last valid address in accordance with this clause 14.

If to the Company:		If to the Bidder:

Attn.:		Attn.: Joseph Capper
Dr. Stephan Rietiker and Andrew Moore		BioTelemtery, Inc.
LifeWatch AG		1000 Cedar Hollow Road
Baarerstrasse 139		Malvern, PA
6300 Zug
Switzerland

Fax: +41 41 728 67 70
e-mail: srietiker@LifeWatch.com and
amoore@LifeWatch.com		e-mail: Joseph.capper@biotelinc.com ]

with copy to:		with copy to:

André E. Lebrecht and Daniel Jenny		Laurie L. Green and Flora R. Perez
CMS von Erlach Poncet AG		Greenberg Traurig, P.A.
Dreikoenigstrasse 7		401 East Las Olas Boulevard Suite 2000
CH-8002 Zurich		Fort Lauderdale, FL 33301

Fax: +41 44 285 11 22
e-mail: andre.lebrecht@cms-vep.com and		e-mail: greenl@gtlaw.com
daniel.jenny@cms-vep.com		perezf@gtlaw.com

14.3 Time limits are deemed complied with if on the last day of the relevant time limit a notice is (i) delivered by hand or handed over for delivery to the recipient to the Swiss Post or to a Swiss or international courier service, or (ii) sent by facsimile or e-mail transmission.

15. Language

All notices or formal communications in connection with this Agreement shall be in English.

16. No Assignment

Neither Party shall assign this Agreement or any rights or obligations hereunder to any third party without the prior written consent of the other party.

17. Amendment and waiver

17.1 Any amendment of this Agreement, including any amendment of this clause 17, must be in writing in order to be valid.

17.2 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the person to which the waiver is addressed and the circumstances for which it is given.

17.3 The failure or delay by a Party in exercising any right or remedy under or in connection with this Agreement will not constitute a waiver of such right or remedy. The time limits agreed in this Agreement remain reserved.

17.4 No waiver of any provision of this Agreement or of any right or remedy in connection with this Agreement shall constitute a continuing waiver or a waiver relating to a subsequent breach of such provision, right or remedy under this Agreement.

18. Severance

The invalidity of individual parts of this Agreement shall have no impact on the validity of the Agreement as a whole. The Parties agree that if any provision or part of a provision of this Agreement is deemed invalid, inoperative or otherwise not enforceable, the Agreement as a whole shall remain valid and the invalid provision or part of a provision shall be replaced by a provision which the Parties would have agreed on in good faith if they had been aware of the invalidity.

19. Entire agreement

19.1 In this clause 19, references to this Agreement include all other written agreements and arrangements between the Parties which are expressed to be supplemental to this Agreement or which this Agreement expressly preserves or requires to be executed.

19.2 This Agreement constitutes the whole and only understanding between the Parties in relation to its subject matter. All previous drafts, agreements, understandings, undertakings, representations, warranties, promises and arrangements of any nature whatsoever between the Parties with any bearing on the subject matter of this Agreement are superseded and extinguished to the extent that they have such a bearing and each of the Parties acknowledges to the other that it is not entering into this Agreement in consequence of or in reliance on anything it is the purpose of this clause 19 to exclude.

19.3 The schedules to this Agreement as listed in the index above are an integral part of this Agreement.

20. Governing law and jurisdiction

20.1 This Agreement shall in all respects be governed by and construed in accordance with substantive laws of Switzerland.

20.2 The Parties submit to the exclusive jurisdiction of the courts of the Canton of Zurich, Switzerland (venue being Zurich 1), for all disputes arising out of or in connection with this Agreement.

[Remainder of page left blank intentionally; signature page follows]

LifeWatch AG


/s/ Dr. Stephan Rietiker
by: Dr. Stephan Rietiker

Place, Date:


/s/ Andrew Moore
by: Andrew Moore

Place, Date:

BioTelemetry, Inc.


/s/ Joseph H. Capper
by: Joseph H. Capper

Place, Date:


/s/ Peter Ferola
by: Peter Ferola

Place, Date:


Cardiac Monitoring Holding Company, LLC


/s/ Joseph H. Capper
by: Joseph H. Capper

Place, Date:


/s/ Peter Ferola
by: Peter Ferola

Place, Date:

Exhibit 10.1

EXECUTION VERSION

CREDIT AGREEMENT

dated as of July 12, 2017

among

BIOTELEMETRY, INC.,

as the Borrower

THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,
as the Guarantors

THE LENDERS FROM TIME TO TIME PARTY HERETO

and

SUNTRUST BANK,

as Administrative Agent, Swingline Lender and Issuing Bank

KEYBANK NATIONAL ASSOCIATION,

as Syndication Agent

PNC BANK, NATIONAL ASSOCIATION,

SILICON VALLEY BANK

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

SUNTRUST ROBINSON HUMPHREY, INC.

and

KEYBANC CAPITAL MARKETS INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

			Page
Article I	DEFINITIONS; CONSTRUCTION		1

Section 1.1		Definitions	1
Section 1.2		Classifications of Loans and Borrowings	38
Section 1.3		Accounting Terms and Determination	38
Section 1.4		Terms Generally	39
Section 1.5		Letter of Credit Amounts	39
Section 1.6		Times of Day	39

Article II	AMOUNT AND TERMS OF THE COMMITMENTS		40

Section 2.1		General Description of Facilities	40
Section 2.2		Revolving Loans	40
Section 2.3		Procedure for Borrowings	40
Section 2.4		Swingline Commitment	41
Section 2.5		Term Loan A Commitment	42
Section 2.6		Funding of Borrowings	42
Section 2.7		Interest Elections	43
Section 2.8		Optional Reduction and Termination of Commitments	43
Section 2.9		Repayment of Loans	44
Section 2.10		Evidence of Indebtedness	45
Section 2.11		Optional Prepayments	46
Section 2.12		Mandatory Prepayments	46
Section 2.13		Interest on Loans	47
Section 2.14		Fees	48
Section 2.15		Computation of Interest and Fees	49
Section 2.16		Inability to Determine Interest Rates	49
Section 2.17		Illegality	50
Section 2.18		Increased Costs	50
Section 2.19		Funding Indemnity	51
Section 2.20		Taxes	52
Section 2.21		Payments Generally; Pro Rata Treatment; Sharing of Set-offs	55
Section 2.22		Letters of Credit	57
Section 2.23		Increase of Commitments; Additional Lenders	61
Section 2.24		Mitigation of Obligations	63
Section 2.25		Replacement of Lenders	63
Section 2.26		Reallocation and Cash Collateralization of Defaulting Lender Commitment	64

Article III	CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT		65

Section 3.1		Conditions To Effectiveness	65
Section 3.2		Conditions to Funding Date	67
Section 3.3		Each Credit Event After the Funding Date	69
Section 3.4		Delivery of Documents	70

Article IV	REPRESENTATIONS AND WARRANTIES		70

Section 4.1		Existence; Power	70
Section 4.2		Organizational Power; Authorization	70
Section 4.3		Governmental Approvals; No Conflicts	70
Section 4.4		Financial Statements	71

Section 4.5			Litigation and Environmental Matters	71
Section 4.6			Compliance with Laws and Agreements	71
Section 4.7			No Default	73
Section 4.8			Investment Company Act, Etc.	73
Section 4.9			Taxes	74
Section 4.10			Margin Regulations	74
Section 4.11			ERISA	74
Section 4.12			Ownership of Property; Intellectual Property; Insurance	74
Section 4.13			Disclosure	75
Section 4.14			Labor Relations	75
Section 4.15			Subsidiaries	75
Section 4.16			Solvency	75
Section 4.17			Business Locations; Taxpayer Identification Number; Deposit Accounts	76
Section 4.18			Material Agreements	76
Section 4.19			Anti-Corruption Laws and Sanctions	76
Section 4.20			Subordination of Subordinated Debt	76
Section 4.21			No EEA Financial Institutions	76
Section 4.22			Perfection of Security Interests in the Collateral	76
Section 4.23			Reimbursement from Medical Reimbursement Programs	77
Section 4.24			Licensing and Accreditation	77
Section 4.25			Minimum Price Rule	77

Article V		AFFIRMATIVE COVENANTS		77

Section 5.1			Financial Statements and Other Information	77
Section 5.2			Notices of Material Events	79
Section 5.3			Existence; Conduct of Business	80
Section 5.4			Compliance with Laws, Etc.	81
Section 5.5			Payment of Obligations	81
Section 5.6			Books and Records	81
Section 5.7			Visitation, Inspection, Etc.	82
Section 5.8			Maintenance of Properties; Insurance	82
Section 5.9			Use of Proceeds	82
Section 5.10			Additional Subsidiaries	83
Section 5.11			Further Assurances	83
Section 5.12			Compliance Programs	86
Section 5.13			Offer-Related Undertakings	86
Section 5.14			Refinancing of Existing Indebtedness	87

Article VI	FINANCIAL COVENANTS			87

Section 6.1			Consolidated Total Net Leverage Ratio	87
Section 6.2			Consolidated Fixed Charge Coverage Ratio	87

Article VII		NEGATIVE COVENANTS		87

Section 7.1			Indebtedness and Preferred Equity	87
Section 7.2			Negative Pledge	91
Section 7.3			Fundamental Changes	93
Section 7.4			Investments, Loans, Etc.	94
Section 7.5			Restricted Payments	96
Section 7.6			[Reserved]	97
Section 7.7			Sale of Assets	97

Section 7.8		Transactions with Affiliates	97
Section 7.9		Restrictive Agreements	97
Section 7.10		Sale and Leaseback Transactions	98
Section 7.11		Hedging Transactions	98
Section 7.12		Legal Name, State of Formation and Form of Entity	98
Section 7.13		Amendment to Material Documents	98
Section 7.14		Prepayments of Permitted Subordinated Indebtedness	99
Section 7.15		Accounting Changes	99
Section 7.16		Government Regulation	99
Section 7.17		Ownership of Subsidiaries	99
Section 7.18		Use of Proceeds	99
Section 7.19		Designation as Senior Debt	99

Article VIII	EVENTS OF DEFAULT		100

Section 8.1		Events of Default	100
Section 8.2		Application of Funds	103

Article IX	THE ADMINISTRATIVE AGENT		104

Section 9.1		Appointment of Administrative Agent	104
Section 9.2		Nature of Duties of Administrative Agent	104
Section 9.3		Lack of Reliance on the Administrative Agent	105
Section 9.4		Certain Rights of the Administrative Agent	105
Section 9.5		Reliance by Administrative Agent	106
Section 9.6		The Administrative Agent in its Individual Capacity	106
Section 9.7		Successor Administrative Agent	106
Section 9.8		Withholding Tax	107
Section 9.9		Administrative Agent May File Proofs of Claim	107
Section 9.10		Authorization to Execute Other Loan Documents	108
Section 9.11		Collateral and Guaranty Matters	108
Section 9.12		No Other Duties, Etc.	108
Section 9.13		Right to Realize on Collateral and Enforce Guarantee	108
Section 9.14		Hedging Obligations and Bank Product Obligations	109

Article X	THE GUARANTY		109

Section 10.1		The Guaranty	109
Section 10.2		Obligations Unconditional	109
Section 10.3		Reinstatement	110
Section 10.4		Certain Additional Waivers	110
Section 10.5		Remedies	110
Section 10.6		Rights of Contribution	111
Section 10.7		Guarantee of Payment; Continuing Guarantee	111
Section 10.8		Keepwell	111

Article XI	MISCELLANEOUS		111

Section 11.1		Notices	111
Section 11.2		Waiver; Amendments	114
Section 11.3		Expenses; Indemnification	116
Section 11.4		Successors and Assigns	117
Section 11.5		Governing Law; Jurisdiction; Consent to Service of Process	122
Section 11.6		WAIVER OF JURY TRIAL	123
Section 11.7		Right of Setoff	123

iii

Section 11.8	Counterparts; Integration	124
Section 11.9	Survival	124
Section 11.10	Severability	124
Section 11.11	Confidentiality	124
Section 11.12	Interest Rate Limitation	125
Section 11.13	Waiver of Effect of Corporate Seal	125
Section 11.14	Patriot Act	125
Section 11.15	No Advisory or Fiduciary Responsibility	125
Section 11.16	Electronic Execution of Assignments and Certain Other Documents	126
Section 11.17	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	126
Section 11.18	Subordination	126

Schedules

Schedule I	-	Commitment Amounts
Schedule 4.6	-	FD&C Permits
Schedule 4.15	-	Subsidiaries
Schedule 4.17-1	-	Locations of Real Property
Schedule 4.17-2	-	Locations of Chief Executive Office, Taxpayer Identification Number, Etc.
Schedule 4.17-3	-	Changes in Legal Name, State of Formation and Structure
Schedule 4.17-4	-	Deposit Accounts and Securities Accounts
Schedule 4.18	-	Material Agreements
Schedule 7.1	-	Outstanding Indebtedness
Schedule 7.2	-	Existing Liens
Schedule 7.4	-	Existing Investments

Exhibits

Exhibit 2.3	-	Form of Notice of Revolving Borrowing
Exhibit 2.4	-	Form of Notice of Swingline Borrowing
Exhibit 2.7	-	Form of Notice of Conversion/Continuation
Exhibit 2.10	-	Form of Note
Exhibits 2.20 (1-4)	-	Forms of U.S. Tax Compliance Certificates
Exhibit 5.1	-	Form of Compliance Certificate
Exhibit 5.10	-	Form of Guarantor Joinder Agreement
Exhibit 11.4	-	Form of Assignment and Acceptance

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “ Agreement ”) is made and entered into as of July 12, 2017, by and among BIOTELEMETRY, INC., a Delaware corporation (the “ Borrower ”), the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacities as Administrative Agent, Issuing Bank and Swingline Lender.

W I T N E S S E T H:

WHEREAS, the Borrower intends to acquire (the “ Funding Date Acquisition ”), indirectly through one or more of its wholly-owned Subsidiaries, all of the outstanding Capital Stock of LifeWatch AG, a corporation organized under the laws of Switzerland (the “ Target ” and, collectively with its subsidiaries, the “ Funding Date Acquired Business ”) pursuant to the terms of a public tender offer for all publicly held shares of the Target in accordance with art. 125 et seq. of the Swiss Federal Act on Financial Market Infrastructure and Market Conduct in Securities and Derivatives Trading of June 19, 2015 ( Bundesgesetz über die Finanzmarktinfrasrukturen und das Marktverhalten im Effekten-und Derivatehandel ) (the “ FMIA ”) and its implementing ordinances (the “ Offer ”) and that certain Transaction Agreement dated as of April 9, 2017 (the “ Transaction Agreement ”) by and among the Target, the Borrower and Cardiac Monitoring Holding Company, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Borrower (“ Bidco ”);

WHEREAS, in connection with the Funding Date Acquisition, the Borrower has requested that the Lenders provide to the Borrower (a) a term loan (advanced on the Funding Date) in an aggregate principal amount equal to $205,000,000, the proceeds of which shall be used for (i) refinancing existing Indebtedness of the Borrower and its Subsidiaries (including the Funding Date Acquired Business), (ii) pay a portion of the consideration for the Funding Date Acquisition and (iii) to pay related transaction fees and expenses and (b) a $50,000,000 revolving credit facility for ongoing working capital purposes as further described herein; and

WHEREAS, subject to the terms and conditions of this Agreement, the Lenders, the Issuing Bank and the Swingline Lender to the extent of their respective Commitments as defined herein, are willing severally to establish the requested revolving credit facility, letter of credit subfacility and the swingline subfacility in favor of the Borrower, and the Lenders agree to make the term loan to the Borrower.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower, the Lenders, the Administrative Agent, the Issuing Bank and the Swingline Lender agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1 Definitions . In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

“ Accepting Target Shareholders ” shall mean holders of Target Shares that duly accept the Offer during the applicable acceptance periods for the Offer.

“ Acquired Business ” shall mean the entity or assets acquired by the Borrower or any Subsidiary in an Acquisition after the date hereof.

“ Acquisition ” shall mean (a) any Investment by the Borrower or any of its Subsidiaries in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged with the Borrower or any of its Subsidiaries or (b) any acquisition by the Borrower or any of its Subsidiaries of the assets of any Person (other than a Subsidiary) that constitute all or a substantial portion of the assets of such Person or a division or business unit of such Person.

“ Additional Lender ” shall have the meaning set forth in Section 2.23 .

“ Adjusted LIBOR ” shall mean, with respect to each Interest Period for a Eurodollar Loan, (a) the rate per annum equal to the London interbank offered rate for deposits in Dollars appearing on Reuters screen page LIBOR 01 (or, if such service is not available, on any successor or substitute page of such service or any successor to such service, or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, with a maturity comparable to such Interest Period, divided by (b) a percentage equal to one hundred percent (100.0%) minus the then stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves and without benefit of credits for proration, exceptions or offsets that may be available from time to time) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided , that if the rate referred to in clause (a) above is not available at any such time for any reason, then the rate referred to in clause (a) shall instead be the interest rate per annum , as determined by the Administrative Agent, to be the arithmetic average of the rates per annum at which deposits in Dollars in an amount equal to the amount of such Eurodollar Loan are offered by major banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time), two (2) Business Days prior to the first day of such Interest Period. Notwithstanding anything to the contrary in the foregoing, if the Adjusted LIBOR is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Administrative Agent ” shall mean SunTrust Bank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Questionnaire ” shall mean, with respect to each Lender, an administrative questionnaire in the form provided by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender.

“ Affiliate ” shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. For the purposes of this definition, “Control” shall mean the power, directly or indirectly, either to (a) vote more than ten percent (10.0%) of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person or (b) direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by control or otherwise. The terms “Controlling”, “Controlled by”, and “under common Control with” have the meanings correlative thereto.

“ Aggregate Revolving Commitments ” shall mean the Revolving Commitments of all the Lenders at any time outstanding. On the Closing Date, the aggregate amount of the Aggregate Revolving Commitments is $50,000,000.

“ Agreed Offer Amendment ” shall mean any of the following amendments and/or waivers to the terms and/or conditions of the Offer Documents:

(a) the fact that the extraordinary shareholders’ meeting of the Target electing the persons nominated by Bidco to the Target’s board of directors will be held after the Offer Closing Date on July 21, 2017 and the corresponding waiver of the Offer condition (d); provided that the Borrower, Bidco and the Target have validly amended the Transaction Agreement so that Section 5.7 of the Transaction Agreement applies until after the extraordinary shareholders’ meeting of July 21, 2017;

(b) an extension of the Offer timetable as long as the settlement of the Offer takes place no later than November 15, 2017; or

(c) an increase in the Offer price so long as such increase is funded solely from the proceeds of an issuance common Capital Stock or Permitted Subordinated Indebtedness.

“ Agreement ” shall have the meaning set forth in the introductory paragraph hereto.

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

“ Applicable Lending Office ” shall mean, for each Lender and for each Type of Loan, the “Lending Office” of such Lender (or an Affiliate of such Lender) designated for such Type of Loan in the Administrative Questionnaire submitted by such Lender or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained.

“ Applicable Margin ” shall mean, as of any date, with respect to interest on all Loans outstanding on any date or the Letter of Credit Fee, as the case may be, a percentage per annum determined by reference to the applicable Consolidated Total Net Leverage Ratio in effect on such date as set forth in the table below; provided , that a change in the Applicable Margin resulting from a change in the Consolidated Total Net Leverage Ratio shall be effective on the second Business Day after which the Borrower delivers each of the financial statements required by Section 5.1(a ) and ( b ) and the Compliance Certificate required by Section 5.1(c ); provided , further , that if at any time the Borrower shall have failed to deliver such financial statements and such Compliance Certificate when so required, the Applicable Margin shall be at Level 1 as set forth in the table below until the second Business Day after which such financial statements and Compliance Certificate are delivered, at which time the Applicable Margin shall be determined as provided above. Notwithstanding the foregoing, the Applicable Margin from the Funding Date until the second Business Day after which the financial statements and Compliance Certificate for the Fiscal Quarter ending December 31, 2017 are required to be delivered shall be at Level 2 as set forth in the table below. In the event that any financial statement or Compliance Certificate delivered hereunder is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin based upon the pricing grid set forth in the table below (the “ Accurate Applicable Margin ”) for any period that such financial statement or Compliance Certificate covered, then (a) the Borrower shall immediately deliver to the Administrative Agent a correct financial statement or Compliance Certificate, as the case may be, for such period, (b) the Applicable Margin shall be adjusted such that after giving effect to the corrected financial statements or Compliance Certificate, as the case may be, the Applicable Margin shall be reset to the Accurate Applicable Margin based upon the pricing grid set forth in the table below for such period and (c) the Borrower shall immediately pay to the Administrative Agent, for the account of the Lenders, the accrued additional interest owing as a result of such Accurate Applicable Margin for such period. The provisions of this definition shall not limit the rights of the Administrative Agent and the Lenders with respect to Section 2.13(c) or Article VIII .

Level	Consolidated Total Net Leverage Ratio	Eurodollar Loans and Letter of Credit Fee		Base Rate Loans		Commitment Fee
1	> 2.50:1.00	2.25	%	1.25	%	0.35	%
2	< 2.50:1.00 but > 2.00:1.00	2.00	%	1.00	%	0.30	%
3	< 2.00:1.00 but > 1.50:1.00	1.75	%	0.75	%	0.25	%
4	< 1.50:1.00	1.50	%	0.50	%	0.20	%

The “Applicable Margin” for any Incremental Term Facility shall be the percentage per annum provided in the definitive documentation for such Incremental Term Facility.

“ Approved Fund ” shall mean any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Asset Sale ” shall mean the sale, transfer, license, lease or other disposition of any property by the Borrower or any Subsidiary, including any sale and leaseback transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding (a) the sale of inventory in the ordinary course of business; (b) the sale (at fair market value as reasonably determined by the applicable Loan Party or Subsidiary) or disposition of obsolete, surplus, damaged or worn out property or other property not necessary for operations of the Borrower and its Subsidiaries disposed of in the ordinary course of business; (c) the disposition of property (including the cancellation of Indebtedness permitted by Section 7.4(d) ) to the Borrower or any Subsidiary; provided , that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (d) the disposition of accounts receivable in connection with the collection or compromise thereof; (e) licenses, sublicenses, leases or subleases granted to others in the ordinary course of business or not interfering in any material respect with the business of the Borrower or any Subsidiary; (f) the sale or disposition of Cash Equivalents for fair market value in the ordinary course of business; (g) the disposition of shares of Capital Stock of any Subsidiary in order to qualify members of the governing body of such Subsidiary if required by applicable Law; (h) the termination or surrender of any real property lease of a Loan Party in the ordinary course of business so long as the loss of such leased location could not be reasonably expected to have an adverse and material effect on any business of any Loan Party (i) the abandonment or other disposition of IP Rights, whether now or hereafter owned or leased or acquired in connection with an Acquisition or other permitted Investment, that is, in the reasonable business judgment of the Borrower, no longer economically practicable or commercially desirable to maintain or used or useful in the business of the Borrower and the Subsidiaries; (j) solely to the extent not otherwise permitted hereunder, sales, transfers and other dispositions permitted by Section 7.3 ; (k) so long as (i) no Event of Default then exists or would result therefrom and (ii) such disposition occurs on or prior to the date that is eighteen (18) months after the Funding Date, the LifeWatch Turkey Disposition; (l) to the extent constituting a sale, transfer, lease or other disposition of an asset, any Restricted Payment made pursuant to Section 7.5 ; and (m) sales, transfers or other dispositions of Investments to the extent permitted under Section 7.4 in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties set forth in joint venture arrangements and similar binding agreements.

“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.4(b) ) and accepted by the Administrative Agent, in the form of Exhibit 11.4 attached hereto or any other form approved by the Administrative Agent.

“ Audited Financial Statements ” shall mean the audited consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2016, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, including the notes thereto.

“ Availability Period ” shall mean the period from the Funding Date to but excluding the Revolving Commitment Termination Date.

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

“ Bail-In Legislation ” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank Product Obligations ” shall mean, collectively, all obligations and other liabilities of any Loan Party to any Bank Product Provider arising with respect to any Bank Products.

“ Bank Product Provider ” shall mean any Person that (a) (i) at the time it provides any Bank Products to any Loan Party, is a Lender or an Affiliate of a Lender or (ii) has provided any Bank Products to any Loan Party that exist on the Closing Date, and such Person is a Lender or an Affiliate of a Lender on the Closing Date and (b) except when the Bank Product Provider is SunTrust Bank and its Affiliates, has provided prior written notice to the Administrative Agent which has been acknowledged by the Borrower of the existence of such Bank Product. In no event shall any Bank Product Provider acting in such capacity be deemed a Lender for purposes hereof to the extent of and as to Bank Products except that each reference to the term “Lender” in Article IX and Section 11.4 shall be deemed to include such Bank Product Provider and in no event shall the approval of any such person in its capacity as Bank Product Provider be required in connection with the release or termination of any security interest or Lien of the Administrative Agent.

“ Bank Products ” shall mean any of the following services provided to any Loan Party or any Subsidiary by any Bank Product Provider: (a) any treasury or other cash management services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer, depository (including cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting, payables outsourcing, payroll processing, trade finance services, investment accounts and securities accounts, and (b) card services, including credit card (including purchasing card and commercial card), prepaid cards, including payroll, stored value and gift cards, merchant services processing, and debit card services.

“ Base Rate ” shall mean the highest of (a) the rate which the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, (b) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%) per annum and (c) the One Month LIBOR Index Rate plus one percent (1.00%) per annum (any changes in such rates to be effective as of the date of any change in such rate). The Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent may make commercial loans or other loans at rates of interest at, above, or below the Administrative Agent’s prime lending rate. Notwithstanding anything to the contrary in the foregoing, if the Base Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Best Price Period ” shall mean a period starting with the publication of the Pre-Announcement and ending six (6) months after expiration of the additional acceptance period as per Swiss takeover Law.

“ Best Price Rule ” shall mean the rule pursuant to which, if the Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer, acquires Target Shares (including, for the avoidance of doubt, any financial instruments with Target Shares as the underlying security) during the Best Price Period at a price that exceeds the Offer Price, Bidco must offer such higher price to all recipients of the Offer (as such rule is described in more detail in article 10 and article 12 para. 1 lit. b of the Ordinance of the Swiss Takeover Board of August 21, 2008).

“ Bidco ” shall have the meaning set forth in the recitals hereto.

“ Borrower ” shall have the meaning set forth in the introductory paragraph hereof.

“ Borrowing ” shall mean a borrowing consisting of (a) Loans of the same Class and Type, made, converted or continued on the same date and in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“ BT ApS ” shall mean Biotelemetry Technology ApS, a Danish limited liability company, a wholly-owned Subsidiary of Braemar Manufacturing, LLC.

“ Business Day ” shall mean any day other than (a) a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are authorized or required by Law to close and (b) if such day relates to a Borrowing of, a payment or prepayment of principal or interest on, a conversion of or into, or an Interest Period for, a Eurodollar Loan or a notice with respect to any of the foregoing, any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Expenditures ” shall mean for any period, without duplication, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and its Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of the Borrower for such period and (b) Capital Lease Obligations incurred by the Borrower and its Subsidiaries during such period.

“ Capital Lease Obligations ” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person, and the amount of such obligations shall be the capitalized amount thereof.

“ Capital Stock ” shall mean all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Securities Exchange Act of 1934).

“ Cash Collateralize ” shall mean, in respect of any obligations, to provide and pledge (as a first priority perfected security interest) cash collateral for such obligations in Dollars, to the Administrative Agent pursuant to documentation in form and substance, reasonably satisfactory to the Administrative Agent (and “ Cash Collateralization ” and “ Cash Collateral ” have a corresponding meaning).

“ Cash Equivalents ” shall mean:

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

(b) commercial paper having the highest rating, at the time of acquisition thereof, of S&P or Moody’s and in either case maturing within six (6) months from the date of acquisition thereof;

(c) certificates of deposit, bankers’ acceptances and time deposits maturing within one hundred eighty (180) days of the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the Laws of the United States or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

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

(e) mutual funds investing solely in any one or more of the Cash Equivalents described in clauses (a) through (d) above.

“ Change in Control ” shall mean the occurrence of one or more of the following events: (a) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Borrower to any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder in effect on the date hereof), (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of thirty-five percent (35.0%) or more of the outstanding shares of the voting stock of the Borrower, or (c) during any period of twenty-four (24) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals who are Continuing Directors.

“ Change in Law ” shall mean (a) the adoption of any applicable Law after the date of this Agreement, (b) any change in any applicable Law after the date of this Agreement, or (c) compliance by any Lender (or its Applicable Lending Office) or the Issuing Bank (or for purposes of Section 2.18(b ), by the Parent Company of such Lender or the Issuing Bank, if applicable) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, in each case, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted.

“ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Swingline Loans or Term Loans and when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, a Swingline Commitment or a Term Loan Commitment.

“ Closing Date ” shall mean the date hereof.

“ CMS ” shall mean the Centers for Medicare & Medicaid Services, the federal agency responsible for administering Medicare, Medicaid, SCHIP (State Children’s Health Insurance Program) and other federal health-related programs.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time.

“ Collateral ” shall mean a collective reference to all real and personal property with respect to which Liens in favor of the Administrative Agent, for the benefit of itself and the holders of the Obligations, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.

“ Collateral Documents ” shall mean a collective reference to the Security Agreement, the Swiss Pledge Agreement, the CS Control Agreement, any Mortgage and any other security documents executed and delivered by any Loan Party pursuant to Section 5.11 .

“ Commitment ” shall mean a Revolving Commitment, a Swingline Commitment or a Term Loan Commitment or any combination thereof (as the context shall permit or require).

“ Commitment Fee ” shall have the meaning set forth in Section 2.14(b) .

“ Commitment Letter ” shall mean that certain commitment letter, dated as of April 9, 2017, executed by SunTrust Robinson Humphrey, Inc., SunTrust Bank, KeyBanc Capital Markets Inc., KeyBank National Association and the Borrower.

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

“ Compliance Certificate ” shall mean a certificate from the principal executive officer or the principal financial officer of the Borrower in the form of, and containing the certifications set forth in, the certificate attached hereto as Exhibit 5.1 .

“ Connection Income Taxes ” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated EBITDA ” shall mean, for the Borrower and its Subsidiaries for any period, determined on a consolidated basis, an amount equal to the sum of (a) Consolidated Net Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period, without duplication, (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, (iii) depreciation and amortization for such period, (iv) non-cash charges, expenses or losses (including, without limitation, non-cash costs and/or expenses incurred pursuant to any management equity plan, stock option plan or any other stock subscription or shareholder agreement but excluding (A) any non-cash charge, loss or expense that is an accrual of a reserve for a cash expense or payment to be made, or anticipated to be made, in a future period and (B) any expenses or charges related to accounts receivable),

(v) all out-of-pocket fees, costs and expenses payable or otherwise incurred in connection with this Agreement and the other transactions contemplated hereby or by any other Loan Document prior to the date that is three (3) months after the Funding Date, (vi) any extraordinary, unusual or non-recurring cash expenses or losses; provided , that the aggregate amount of amounts added back in reliance on this clause (b)(vi) , clause (b)(viii) , clause (b)(x) , clause (b)(xi) and clause (b)(xii) shall not exceed fifteen percent (15.0%) of Consolidated EBITDA in any four consecutive Fiscal Quarter period, (vii) the amount of pro forma “run rate” cost savings and synergies resulting from the Funding Date Acquisition that are (A) reflected in the quality of earnings report dated April 1, 2017 delivered to the Lead Arrangers prior to the Closing Date during such period (in each case calculated on a Pro Forma Basis as though such cost savings and synergies had been realized on the first day of such period), (B) calculated net of the amount of actual benefits realized during such period from such actions to the extent already included in the Consolidated Net Income for such period and (C) are otherwise reasonably acceptable to the Administrative Agent; provided that such actions have been taken or have been committed to be taken, and the benefits resulting therefrom are anticipated by the Borrower in good faith to be realized within twelve (12) months after the Funding Date, (viii) the amount of pro forma “run rate” cost savings and synergies projected by the Borrower in good faith and certified in writing to the Administrative Agent to be realized as a result of any Acquisition (excluding the Funding Date Acquisition) or Asset Sale otherwise permitted hereunder (including the termination or discontinuance of activities constituting such business) of business entities or properties or assets, constituting a division or line of business of any business entity, division or line of business that is the subject of any such Acquisition or Asset Sale during such period, or from any operational change taken or committed to be taken during such period (in each case calculated on a Pro Forma Basis as though such cost savings and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions to the extent already included in the Consolidated Net Income for such period; provided that such actions have been taken or have been committed to be taken, and the benefits resulting therefrom are anticipated by the Borrower in good faith to be realized within twelve (12) months after the completion of the related merger or other business combination, Acquisition, divestiture, restructuring, cost savings initiative or other initiative is consummated; provided , further , that the aggregate amount of amounts added back in reliance on this clause (b)(viii) , clause (b)(vi) , clause (b)(x) , and clause (b)(xii) shall not exceed fifteen percent (15.0%) of Consolidated EBITDA in any four consecutive Fiscal Quarter period, (ix) all out-of-pocket fees, costs and expenses payable or otherwise incurred in connection with any amendment, consent, or modification to this Agreement and the Loan Documents, (x) restructuring and similar charges, severance, relocation costs, and startup costs and other business optimization expenses, cash stay bonuses paid to employees, retention, recruiting, relocation and signing bonuses and expenses, severance, stock option and other equity-based expenses, modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities); provided that the aggregate amount of amounts added back in reliance on this clause (b)(x) , clause (b)(vi) , clause (b)(viii) and clause (b)(xii) shall not exceed fifteen percent (15.0%) of Consolidated EBITDA in any four consecutive Fiscal Quarter period, (xi) reasonable and, to the extent requested by Administrative Agent, documented, transaction expenses incurred in connection with a (A) Permitted Acquisition and (B) Permitted Acquisition that has not been consummated; provided that the aggregate amount of amounts added back in reliance on this clause (b)(xi)(B) , shall not exceed $500,000 in any four consecutive Fiscal Quarter period, (xii) all reasonable out-of-pocket fees, costs and expenses payable or otherwise incurred in connection with any Indebtedness permitted to be incurred hereunder and any amendment, consent, or modification thereto; provided that the aggregate amount of amounts added back in reliance on this clause (b)(xii) , clause (b)(vi) , clause (b)(viii) and clause (b)(x) shall not exceed fifteen percent (15.0%) of Consolidated EBITDA in any four consecutive Fiscal Quarter period minus (c) to the extent included in determining Consolidated EBITDA for such period, without duplication, (i) non-cash income or gains (excluding any non-cash income or gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period and was not previously added back to Consolidated EBITDA in any prior period), (ii) any gains realized

in connection with the undertaking or implementation of restructurings and other events and/or actions described in clause (b)(viii) and (iii) any cash payment made in such period in respect of any non-cash charge in a prior period that represented an accrual or reserve for such cash payment and was added to Consolidated EBITDA pursuant to the preceding clauses (b)(iv) or (b)(viii) in calculating Consolidated EBITDA for such prior period. Notwithstanding anything to the contrary in this Agreement, Consolidated EBITDA, excluding amounts permitted to be included per clause (b)(vii) above, for each of the Fiscal Quarters ended June 30, 2016, September 30, 2016, December 31, 2016, and March 31, 2017 shall be deemed to be, and shall be, $15,499,000, $16,272,000, $15,548,000 and $12,935,000, respectively.

“ Consolidated Fixed Charge Coverage Ratio ” shall mean, as of any date, the ratio of (a) Consolidated EBITDA less the actual amount paid by the Borrower and its Subsidiaries in cash on account of Capital Expenditures less the actual amount paid by the Borrower and its Subsidiaries in cash on account of income tax expense to (b) Consolidated Fixed Charges, in each case measured on a consolidated basis as of the last day of the period of four (4) Fiscal Quarters most recently ended.

“ Consolidated Fixed Charges ” shall mean, for the Borrower and its Subsidiaries for any period, the sum, without duplication, of (a) Consolidated Interest Expense paid in cash for such period, (b) scheduled principal payments made on Consolidated Total Debt during such period and (c) Restricted Payments (other than Restricted Payments permitted pursuant to Section 7.5(a) ). For purposes of clause (b) this definition, “scheduled payments of principal” (x) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period, (y) shall be deemed to include all (i) Capital Lease Obligations and (ii) the present value, determined on the basis of the implicit interest rate, of all basic rental obligations under all Synthetic Leases and (z) shall not include any voluntary prepayments made pursuant to Section 2.11 or mandatory prepayments required pursuant to Section 2.12 .

“ Consolidated Interest Expense ” shall mean, for the Borrower and its Subsidiaries for any period determined on a consolidated basis, the sum of (a) total interest expense, including without limitation the interest component of any payments in respect of Capital Lease Obligations capitalized or expensed during such period (whether or not actually paid during such period) plus (b) the net amount payable (or minus the net amount receivable) with respect to Hedging Transactions during such period (whether or not actually paid or received during such period).

“ Consolidated Net Income ” shall mean, for the Borrower and its Subsidiaries for any period determined on a consolidated basis, the net income (or loss) of the Borrower and its Subsidiaries for such period but excluding therefrom (to the extent otherwise included therein) (a) any extraordinary gains or losses, (b) any gains attributable to write-ups of assets and (c) any equity interest of the Borrower or any Subsidiary of the Borrower in the unremitted earnings of any Person that is not a Subsidiary.

“ Consolidated Total Assets ” shall mean, as of any date, the total assets of the Borrower and its Subsidiaries determined in accordance with GAAP, as of the last day of the Fiscal Quarter ended immediately prior to the date of such determination for which financial statements are required to have been delivered pursuant to Sections 5.1(a) or (b) .

“ Consolidated Total Debt ” shall mean, as of any date, all Indebtedness of the Borrower and its Subsidiaries measured on a consolidated basis as of such date, but excluding Indebtedness of the type described in clause (i) of the definition thereto.

“ Consolidated Total Net Leverage Ratio ” shall mean, as of any date, the ratio of (a) Consolidated Total Debt as of such date, less Unrestricted Cash of the Borrower and its Subsidiaries on a consolidated basis that is available as of such date in an amount not to exceed $25,000,000 at such date to (b) Consolidated EBITDA, measured as of the last day of the period of four (4) Fiscal Quarters most recently ended.

“ Continuing Director ” shall mean, with respect to any period, any individuals (a) who were members of the board of directors or other equivalent governing body of the Borrower on the first day of such period, (b) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (a) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, or (c) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (a) and (b) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“ Contractual Obligation ” of any Person shall mean any provision of any security issued by such Person or of any agreement, instrument or undertaking under which such Person is obligated or by which it or any of the property in which it has an interest is bound.

“ Credit Event ” shall mean the advancing of any Loan, or the issuance of, or extension of the expiration date or increase in the amount of, any Letter of Credit.

“ CS Control Agreement ” shall mean that certain Securities Account Sole Control Agreement dated as of the Funding Date by and among Credit Suisse Securities (USA) LLC, Bidco and the Administrative Agent.

“ Custodian ” shall mean the bank in Switzerland with which the Custody Account is held.

“ Custody Account ” shall be the account with the Custodian referred to in Section 3.2(k) .

“ Danish Earnout ” shall mean unsecured “earnout” payments made to or at the direction of Delta Danish Electronics, Light & Acoustics, in an aggregate amount not to exceed $3,000,000.

“ Debtor Relief Laws ” shall mean the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“ Default ” shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“ Default Interest ” shall have the meaning set forth in Section 2.13(d) .

“ Defaulting Lender ” shall mean, at any time, any Lender as to which the Administrative Agent has notified the Borrower that (a) such Lender has failed for two (2) or more Business Days to comply with its obligations under this Agreement to make a Loan and/or to make a payment to the Issuing Bank in respect of a Letter of Credit or to the Swingline Lender in respect of a Swingline Loan (each a “ funding obligation ”), (b) such Lender has notified the Administrative Agent or the Borrower, or has stated publicly, that it will not comply with any such funding obligation hereunder, or has defaulted on, its obligation to fund generally under any other loan agreement, credit agreement or other financing agreement, (c) such Lender has, for two (2) or more Business Days, failed to confirm in writing to the Administrative Agent, in response to a written request of the Administrative Agent, that it will comply with its funding obligations hereunder, (d) a Lender Insolvency Event has occurred and is continuing with respect to such Lender, or (e) such Lender has become the subject of a Bail-In Action. The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower provided for in this definition.

“ Disqualified Institution ” shall mean, on any date, (a) any competitor (as reasonably determined by the Borrower) identified in writing to the Administrative Agent on or prior to the Closing Date, (b) any other Person that is a competitor (as reasonably determined by the Borrower) of the Borrower or any of its Subsidiaries, which Person has been designated by the Borrower as a “Disqualified Institution” by written notice to the Administrative Agent and the Lenders (by posting such notice to the Platform) not less than two (2) Business Days prior to such date and (c) any Affiliate of a “Disqualified Institution” described in clauses (a) or (b) of this definition, which Person has been designated by the Borrower as a “Disqualified Institution” by written notice to the Administrative Agent and the Lenders (by posting such notice to the Platform) not less than two (2) Business Days prior to such date; provided that “Disqualified Institutions” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent and the Lenders from time to time.

“ Dollar(s) ” and the sign “$” shall mean lawful money of the United States of America.

“ Domestic Subsidiary ” shall mean any Subsidiary that is organized under the laws of any political subdivision of the United States.

“ DQ List ” shall have the meaning set forth in Section 11.4(g) .

“ Earnout Obligations ” shall mean (a) the TelCare Earnout, (b) the Danish Earnout and (c) with respect to any other Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition agreements, consulting agreements (other than consulting agreements for which associated costs are included in Consolidated Net Income) and other indemnity obligations) pursuant to the documentation relating to such Acquisition (and including fixed deferred payments related to such Acquisitions). For purposes of determining the aggregate consideration paid for an Acquisition and for determining the amount of any Earnout Obligations to be included in the definition of Consolidated Total Debt, the amount of Earnout Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

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

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

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

“ Environmental Indemnity ” shall mean each environmental indemnity made by each Loan Party with real property required to be pledged as Collateral in favor of the Administrative Agent for the benefit of the holders of the Obligations, in each case in form and substance satisfactory to the Administrative Agent.

“ Environmental Laws ” shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to health and safety matters.

“ Environmental Liability ” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any actual or alleged exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute.

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

“ ERISA Event ” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the thirty (30) day notice period is waived); (b) the failure of any Plan to meet the minimum funding standard applicable to the Plan for a plan year under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

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

“ Eurodollar ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBOR.

“ Event of Default ” shall have the meaning set forth in Article VIII .

“ Excluded Accounts ” shall mean (a) deposit and/or securities accounts the balance of which consists exclusively of (i) withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Borrower to be paid to the IRS or state or local government agencies within the following two (2) months with respect to employees of any of the Loan Parties or (ii) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees of one or more Loan Parties, (b) employee benefit accounts (including 401(k) accounts and pension fund accounts), in each case, so long as such account is used solely for such purpose, (c) any deposit and/or securities account maintained in a jurisdiction outside of the United States and (d) accounts the balance of which consists exclusively of amounts to be paid to employees in the ordinary course of business.

“ Excluded Property ” shall mean, with respect to any Loan Party, (a) any owned or leased real property which is located outside of the United States, unless requested by the Administrative Agent or the Required Lenders and which constitutes Material Real Property, (b) any owned or leased real property which is located in the United States that does not constitute Material Real Property, (c) unless requested by the Administrative Agent or the Required Lenders, any IP Rights for which a perfected Lien thereon is not effected either by filing of a UCC financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (d) unless requested by the Administrative Agent or the Required Lenders, any personal property (other than personal property described in clause (c) above) for which the attachment or perfection of a Lien thereon is not governed by the UCC, (e) the Capital Stock of any Foreign Subsidiary to the extent not required to be pledged to secure the Obligations pursuant to Section 5.11(a) , (f) any property which, subject to the terms of Section 7.9 , is subject to a Lien of the type described in Section 7.2(d) pursuant to documents which prohibit such Loan Party from granting any other Liens in such property and (g) any United States “intent-to-use” trademark application, unless and until acceptable evidence of use of the trademark has been filed with and accepted by the United States Patent and Trademark Office, but only to the extent that, and solely during the period if any in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” trademark applications.

“ Excluded Swap Obligation ” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Guarantor, or the grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation; provided that, for the avoidance of doubt, in determining whether any Guarantor is an “eligible contract participant” under the Commodity Exchange Act, the keepwell agreement set forth in Section 10.8 shall be taken into account. If a Swap Obligation arises under a Master Agreement governing more than one Hedging Transaction, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Hedging Transactions for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

“ Excluded Taxes ” shall mean any of the following Taxes imposed on with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect

to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.25 ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.20(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“ Exclusion Event ” shall mean any event or events resulting in the exclusion of any Loan Party or any Subsidiary from participation in any Medical Reimbursement Program.

“ Extraordinary Receipt ” shall mean any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings and proceeds of Recovery Events), indemnity payments and any purchase price adjustments; provided , however , that an Extraordinary Receipt shall not include cash receipts from proceeds of insurance or indemnity payments to the extent that such proceeds, awards or payments are received by any Person in respect of any third party claim against such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto.

“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ FDA ” shall mean the United States Food and Drug Administration, or any successor Governmental Authority.

“ FDA Law and Regulation ” shall mean the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § § 301 et. seq. , as amended (the “FD&C Act”), and all applicable regulations promulgated by the FDA.

“ Federal Funds Rate ” shall mean, for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher one one-hundredth of one percent (1/100 of 1.00%)) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided , (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to SunTrust Bank or any other Lender selected by the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” shall mean that certain fee letter, dated as of April 9, 2017, executed by SunTrust Robinson Humphrey, Inc., SunTrust Bank, KeyBanc Capital Markets Inc. and KeyBank National Association and accepted by Borrower.

“ Fiscal Quarter ” shall mean any fiscal quarter of the Borrower.

“ Fiscal Year ” shall mean any fiscal year of the Borrower.

“ FMIA ” shall have the meaning set forth in the recitals hereto.

“ Foreign Lender ” shall mean (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“ Foreign Subsidiary ” shall mean any Subsidiary that is not a Domestic Subsidiary.

“ Funding Date ” shall mean the date on which the conditions precedent set forth in Section 3.2 shall be satisfied and the initial borrowing of a Loan hereunder shall have occurred.

“ Funding Date Acquired Business ” shall have the meaning set forth in the recitals hereto.

“ Funding Date Acquisition ” shall have the meaning set forth in the recitals hereto.

“ GAAP ” shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3 .

“ Governmental Authority ” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Government Receivable ” shall mean any Receivable that, consistent with the past accounting practices of the Loan Parties and their Subsidiaries, is initially classified as a Medicare Receivable, Medicaid Receivable or other government Receivable.

“ Government Receivables Account ” shall mean an account maintained by a Loan Party with the Administrative Agent (or any of its Affiliates) and used solely for receipt of Government Receivables.

“ Guarantee ” of or by any Person (the “ guarantor ”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued in support of such Indebtedness or obligation; provided , that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.

“ Guarantor Joinder Agreement ” shall mean a joinder agreement substantially in the form of Exhibit 5.10 executed and delivered by a Subsidiary in accordance with the provisions of Section 5.10 or any other documents as the Administrative Agent shall deem appropriate for such purpose.

“ Guarantors ” shall mean, collectively, (a) each Subsidiary identified as a “Guarantor” on the signature pages hereto, (b) each Person that joins as a Guarantor pursuant to Section 5.10 or otherwise, (c) with respect to (i) any Hedging Obligations between any Loan Party (other than the Borrower) and any Lender-Related Hedge Provider and any Bank Products Obligations owing by any Loan Party (other than the Borrower), the Borrower and (ii) the payment and performance by each Specified Loan Party of its obligations under its Guaranty with respect to all Swap Obligations, the Borrower, and (d) the respective successors and permitted assigns of the foregoing.

“ Guaranty ” shall mean the Guaranty made by the Guarantors in favor of the Administrative Agent, for the benefit of the holders of the Obligations, pursuant to Article X .

“ Hazardous Materials ” shall mean all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Hedge Termination Value ” shall mean, in respect of any one or more Hedging Obligations, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Obligations, (a) for any date on or after the date such Hedging Obligations have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Obligations, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Obligations (which may include any Lender or any Affiliate of a Lender).

“ Hedging Obligations ” of any Person shall mean any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under (a) any and all Hedging Transactions, (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and (c) any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transactions.

“ Hedging Transaction ” of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ HIPAA ” shall mean the Health Insurance Portability and Accountability Act of 1996, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.

“ Hostile Acquisition ” shall mean the Acquisition of the Capital Stock of a Person through a tender offer or similar solicitation of the owners of such Capital Stock which has not been approved (prior to such Acquisition) by resolutions of the Board of Directors of such Person (or by similar action if such Person is not a corporation) or if such approval has been withdrawn.

“ Immaterial Foreign Subsidiary ” shall mean, at any date of determination after the Closing Date, any Foreign Subsidiary of the Borrower (a) the total assets of which, in the aggregate with all other Immaterial Foreign Subsidiaries, determined as of the Fiscal Quarter most recently ended, were less than 1.5% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of such date of determination, and (b) the Consolidated EBITDA attributable to such Foreign Subsidiary for the period of four (4) consecutive Fiscal Quarters ending on such date does not exceed, in the aggregate with all other Immaterial Foreign Subsidiaries, 1.5% of the Consolidated EBITDA of the Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP; provided , that (i) Borrower shall not designate any additional Foreign Subsidiary as an Immaterial Foreign Subsidiary if such designation would result in a failure to comply with the provisions set forth in clause (a) or (b) immediately above and (ii) no Foreign Subsidiary that owns any other Foreign Subsidiary that fails to comply with clause (a) or (b) above shall be deemed to be an Immaterial Foreign Subsidiary; and provided , further , if the total assets and/or gross revenues of all Foreign Subsidiaries so designated by the Borrower as “Immaterial Foreign Subsidiaries” shall at any time exceed the limits set forth in either clause (a) or (b) immediately above, then the Borrower shall promptly re-designate one or more of such Foreign Subsidiaries as not constituting Immaterial Foreign Subsidiaries, in each case in a written notice to Administrative Agent, so that, as result of such re-designation, the total assets and gross revenues of all Foreign Subsidiaries still designated as “Immaterial Foreign Subsidiaries” do not exceed such limits.

“ Incremental Commitment ” shall mean any Incremental Revolving Commitment or Incremental Term Loan Commitment, as applicable.

“ Incremental Facility ” shall have the meaning set forth in Section 2.23 .

“ Incremental Loan ” shall mean any Incremental Revolving Loan or Incremental Term Loan, as applicable.

“ Incremental Revolving Facility ” shall have the meaning set forth in Section 2.23 .

“ Incremental Revolving Loan ” shall mean any Revolving Loan made pursuant to an Incremental Revolving Facility in accordance with the provisions of Section 2.23 .

“ Incremental Term Facility ” shall have the meaning set forth in Section 2.23 .

“ Incremental Term Loan ” shall mean any Term Loan made pursuant to an Incremental Term Facility in accordance with the provisions of Section 2.23 .

“ Incremental Term Loan Commitment ” shall mean, with respect to Persons identified as an “Incremental Term Loan Lender” in the applicable supplement or joinder in form and substance satisfactory to the Administrative Agent, together with their respective successors and assigns, the commitment of such Person to make the Incremental Term Loan hereunder pursuant to such supplement or joinder; provided that, at any time after the funding of the Incremental Term Loan, determination of “Required Lenders” shall include the outstanding principal amount of the Incremental Term Loan.

“ Indebtedness ” of any Person shall mean, without duplication (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided , that for purposes of Section 8.1(f) , trade payables overdue by more than one hundred sixty (160) days shall be included in this definition except to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), including, without limitation, any Earnout Obligations, (d) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (e) all Capital Lease Obligations of such Person, (f) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (h) Off-Balance Sheet Liabilities, (i) the Hedge Termination Value of all Hedging Obligations, (j) all Guarantees of such Person of the type of Indebtedness described in clauses (a) through (i) above and (k) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Taxes ” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes.

“ Indemnitee ” shall have the meaning set forth in Section 11.3(b) .

“ Interest Period ” shall mean with respect to any Eurodollar Borrowing, a period of one, two, three or six months (in each case, subject to availability); provided, that:

(a) the initial Interest Period for such Borrowing shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of another Type), and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

(b) if any Interest Period would otherwise end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period would end on the next preceding Business Day;

(c) any Interest Period which begins on the last Business Day of a calendar month or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of such calendar month;

(d) each principal installment of the Term Loans shall have an Interest Period ending on each installment payment date and the remaining principal balance (if any) of the Term Loans shall have an Interest Period determined as set forth above; and

(e) no Interest Period may extend beyond the Revolving Commitment Termination Date, unless on the Revolving Commitment Termination Date the aggregate outstanding principal

amount of Term Loans is equal to or greater than the aggregate principal amount of Eurodollar Loans with Interest Periods expiring after such date, and no Interest Period may extend beyond the Maturity Date.

“ Interim Financial Statements ” shall mean the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Quarter ending March 31, 2017, including balance sheets and statements of income or operations, shareholders’ equity and cash flows.

“ Investments ” shall mean, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) purchase or other acquisition of any Capital Stock of another Person, (b) a loan, advance, other evidence of indebtedness or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other indebtedness or equity participation or interest in, another Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ IP Rights ” shall mean all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses that the Borrower or any of its Subsidiaries owns or possesses the legal right to use.

“ IRS ” shall mean the United States Internal Revenue Service.

“ Issuer Documents ” shall mean with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Issuing Bank and any Borrower (or any Subsidiary) or in favor of the Issuing Bank and relating to such Letter of Credit.

“ Issuing Bank ” shall mean SunTrust Bank in its capacity as the issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit.

“ Latest Maturity Date ” shall mean, at any time of determination, the latest Revolving Commitment Termination Date or Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Incremental Facility at such time, in each case as extended in accordance with this Agreement from time to time.

“ Laws ” or “ Law ” shall mean, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ LC Commitment ” shall mean that portion of the Aggregate Revolving Commitments that may be used by the Borrower for the issuance of Letters of Credit in an aggregate face amount not to exceed $5,000,000.

“ LC Disbursement ” shall mean a payment made by the Issuing Bank pursuant to a Letter of Credit.

“ LC Documents ” shall mean all applications, agreements and instruments relating to the Letters of Credit but excluding the Letters of Credit.

“ LC Exposure ” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender shall be its Pro Rata Share of the total LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices 1998, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Lead Arrangers ” shall mean SunTrust Robinson Humphrey, Inc. and KeyBanc Capital Markets Inc., in their respective capacities as joint lead arrangers and joint bookrunners.

“ Lender Insolvency Event ” shall mean that (a) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, (b) a Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, custodian or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment, or (c) a Lender or its Parent Company has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent; provided that, for the avoidance of doubt, a Lender Insolvency Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interest in or control of a Lender or a Parent Company thereof by a Governmental Authority or an instrumentality thereof.

“ Lender-Related Hedge Provider ” shall mean any Person that, (a) (i) at the time it enters into a Hedging Transaction with any Loan Party, is a Lender or an Affiliate of a Lender or (ii) has entered into a Hedging Transaction with any Loan Party that exists on the Closing Date, and such Person is a Lender or an Affiliate of a Lender on the Closing Date and (b) except when the Lender-Related Hedge Provider is SunTrust Bank and its Affiliates, has provided prior written notice to the Administrative Agent which has been acknowledged by the Borrower of the existence of such Hedging Transaction. In no event shall any Lender-Related Hedge Provider acting in such capacity be deemed a Lender for purposes hereof to the extent of and as to Hedging Obligations except that each reference to the term “ Lender ” in Article IX and Section 11.4 shall be deemed to include such Lender-Related Hedge Provider. In no event shall the approval of any such Person in its capacity as Lender-Related Hedge Provider be required in connection with the release or termination of any security interest or Lien of the Administrative Agent.

“ Lenders ” shall mean each of the Persons identified as a “Lender” on the signature pages hereto and each Additional Lender that joins this Agreement pursuant to Section 2.23 and their successors and assigns and shall include, where appropriate, the Swingline Lender.

“ Letter of Credit ” shall mean any stand-by letter of credit issued pursuant to Section 2.22 by the Issuing Bank for the account of the Borrower or any Subsidiary pursuant to the LC Commitment.

“ Letter of Credit Application ” shall mean an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Bank.

“ Letter of Credit Fee ” shall have the meaning set forth in Section 2.14(c) .

“ Lien ” shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of any of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing).

“ LifeWatch Israel ” shall mean LifeWatch Technologies Ltd., a corporation formed under the laws of Israel.

“ LifeWatch Turkey ” shall mean LifeWatch Saglik Hizmetleri Anonim Sirketi, A.S., a joint stock company formed under the laws of Turkey.

“ LifeWatch Turkey Disposition ” shall mean the disposition of either (a) the Capital Stock of LifeWatch Turkey Holding AG, Switzerland or (b) the Capital Stock of LifeWatch Turkey.

“ Loan Documents ” shall mean, collectively, this Agreement, the Collateral Documents, the LC Documents, the Fee Letter, all Notices of Borrowing, all Notices of Conversion/Continuation, all Compliance Certificates, all Issuer Documents, all UCC Financing Statements, all stock powers and similar instruments of transfer, any promissory notes issued hereunder and any and all other instruments, agreements, documents and writings executed in connection with any of the foregoing.

“ Loan Parties ” shall mean, collectively, the Borrower and each Guarantor. For purposes of clarity, until (a) the consummation of the Funding Date Acquisition and (b) compliance with Section 5.10(b) , no Domestic Subsidiary of the Target shall be a Loan Party.

“ Loans ” shall mean all Revolving Loans, Swingline Loans and Term Loans in the aggregate or any of them, as the context shall require.

“ Master Agreement ” shall have the meaning set forth in the definition of “Hedging Transaction”.

“ Material Adverse Effect ” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, resulting in a material adverse change in, or a material adverse effect on, (a) the business, results of operations, financial condition, assets or liabilities of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties to perform any of their respective obligations under the Loan Documents, (c) the material rights and remedies of the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders under any of the Loan Documents or (d) the legality, validity or enforceability of any of the Loan Documents.

“ Material Agreements ” shall mean (a) all agreements, indentures or notes governing the terms of any Material Indebtedness, (b) all leases of real property, and (c) all other agreements, documents, contracts, indentures and instruments pursuant to which (i) any Loan Party or any of its Subsidiaries are obligated to make payments in any twelve (12) month period of $10,000,000 or more, (ii) any Loan Party or any of its Subsidiaries expects to receive revenue in any twelve (12) month period of $10,000,000 or more and (iii) a default, breach or termination thereof could reasonably be expected to result in a Material Adverse Effect.

“ Material Domestic Subsidiary ” shall mean at any time any direct or indirect Domestic Subsidiary of the Borrower having: (a) assets in an amount equal to at least five percent (5.0%) of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recent Fiscal Quarter at such time; provided that the aggregate total assets of all Domestic Subsidiaries that are not Guarantors hereunder shall not exceed ten percent (10.0%) of the total assets of

the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recent Fiscal Quarter at such time; or (b) revenues or net income in an amount equal to at least five percent (5.0%) of the total revenues or net income of the Borrower and its Subsidiaries on a consolidated basis for the twelve (12) month period ending on the last day of the most recent Fiscal Quarter at such time; provided that the aggregate total revenues or net income of all Domestic Subsidiaries that are not Guarantors hereunder shall not exceed ten percent (10.0%) of the total revenues or net income of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recent Fiscal Quarter at such time.

“ Material Foreign Subsidiary ” shall mean at any time any direct or indirect Foreign Subsidiary of the Borrower having: (a) assets in an amount equal to at least five percent (5.0%) of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recent Fiscal Quarter at such time; provided that the aggregate total assets of all Foreign Subsidiaries whose Capital Stock is not pledged to the Administrative Agent pursuant to Section 5.11 shall not exceed ten percent (10.0%) of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recent Fiscal Quarter at such time; or (b) revenues or net income in an amount equal to at least five percent (5.0%) of the total revenues or net income of the Borrower and its Subsidiaries on a consolidated basis for the twelve (12) month period ending on the last day of the most recent Fiscal Quarter at such time; provided that the aggregate total revenues or net income of all Foreign Subsidiaries whose Capital Stock is not pledged to the Administrative Agent pursuant to Section 5.11 shall not exceed ten percent (10.0%) of the total revenues or net income of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recent Fiscal Quarter at such time.

“ Material Indebtedness ” shall mean any Indebtedness (other than the Loans and Letters of Credit) and Hedging Obligations of the Borrower or any of its Subsidiaries, individually or in an aggregate committed or outstanding principal amount exceeding $5,000,000. For purposes of determining the amount of attributed Indebtedness from Hedging Obligations, the “principal amount” of any Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging Obligations.

“ Material Real Property ” shall mean any real property located in the United States that is owned by a Loan Party and which has a fair market value (estimated in good faith by the Borrower) or purchase price equal to or in excess of $3,000,000 as of the time such property is acquired (or, if such property is owned by a Person on the date it becomes a Loan Party pursuant to Section 5.10 , as of such date).

“ Maturity Date ” shall mean (a) with respect to the Term Loan A, the earlier of (i) July 12, 2022 or (ii) the date on which the principal amount of all outstanding Term Loans has been declared or automatically has become due and payable pursuant to Section 8.1 (whether by acceleration or otherwise) and (b) with respect to any Incremental Term Loan, the earlier of (i) the maturity date identified in the definitive documentation therefor or (ii) the date on which the principal amount of all outstanding Term Loans has been declared or automatically has become due and payable pursuant to Section 8.1 (whether by acceleration or otherwise).

“ Maximum Incremental Facilities Amount ” shall mean, as of any date of determination, without duplication:

(a) $50,000,000 ( less the aggregate principal amount of all outstanding Incremental Facilities incurred pursuant to Section 2.23 utilizing this clause (a) ), plus

(b) an amount if, in the case of this clause (b) , after giving effect to the incurrence of such amount, the Consolidated Total Net Leverage Ratio would not exceed 2.50 to 1.00 (it being understood that, solely to the extent that amounts incurred under clause (a) and this clause (b) are incurred simultaneously, in calculating the amount that may be incurred under this clause (b) , the Consolidated Total Net Leverage Ratio may exceed 2.50 to 1.00 as a result of the incurrence of the amount permitted to be incurred at such time under clause (a) ), calculated on a Pro Forma Basis, including the application of the proceeds thereof (without “netting” the cash proceeds of the applicable Incremental Facility against Consolidated Total Debt) and, in the case of any Incremental Revolving Facility, assuming a full drawing under such Incremental Revolving Facility.

(c) Unless the Borrower specifies otherwise, any Incremental Facility shall be deemed to have been incurred in reliance on clause (b) above, prior to any amounts under clause (a) .

“ Medicaid ” shall mean that means-tested entitlement program under Title XIX of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth at Section 1396, et seq. of Title 42 of the United States Code, as the same may be amended, and any successor law in respect thereof.

“ Medicaid Provider Agreement ” shall mean an agreement entered into between a state agency or other such entity administering the Medicaid program and a health care provider or supplier under which the health care provider or supplier agrees to provide items and services for Medicaid patients in accordance with the terms of the agreement and Medicaid Regulations.

“ Medicaid Receivable ” shall mean any Receivable with respect to which the obligor is a state or, to the extent provided by Law, the United States acting through a state’s Medicaid agency that arises out of charges reimbursable to any Loan Party or any Subsidiary of a Loan Party under Medicaid.

“ Medicaid Regulations ” shall mean, collectively, (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting the medical assistance program established by Title XIX of the Social Security Act and any statutes succeeding thereto; (b) all applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (a) above and all federal administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (a) above; (c) all state statutes and plans for medical assistance enacted in connection with the statutes and provisions described in clauses (a) and (b) above; and (d) all applicable provisions of all rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (c) above and all state administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (b) above, in each case as may be amended, supplemented or otherwise modified from time to time.

“ Medical Reimbursement Programs ” shall mean a collective reference to the Medicare, Medicaid and TRICARE programs, and any other health care programs operated by or financed in whole or in part by any foreign or domestic federal, state or local government, and all private insurance plans, managed care plans, health maintenance organizations, and all other non-government funded programs in which any Loan Party or any Subsidiary of a Loan Party participates, including without limitation, Blue Cross/Blue Shield, private insurance companies, health maintenance organizations, preferred provider organizations, alternative delivery systems, managed care systems, government contracting agencies and other third party payors.

“ Medicare ” shall mean that government-sponsored entitlement program under Title XVIII of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code, as the same may be amended, and any successor law in respect thereof.

“ Medicare Provider Agreement ” shall mean an agreement entered into between CMS, or any other such entity administering the Medicare program on behalf of CMS, and a health care provider or supplier under which the health care provider or supplier agrees to provide items and services for Medicare patients in accordance with the terms of the agreement and Medicare Regulations.

“ Medicare Receivable ” shall mean any Receivable with respect to which the obligor is the United States that arises out of charges reimbursable to any Loan Party or any Subsidiary of a Loan Party under Medicare.

“ Medicare Regulations ” shall mean collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto, together with all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including CMS, the United States Department of Health and Human Services or any Person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law, as the same may be amended, supplemented or otherwise modified from time to time.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgaged Property ” shall mean any Material Real Property that is owned or leased by a Loan Party and is subject to a Mortgage.

“ Mortgages ” shall mean the mortgages, deeds of trust or deeds to secure debt that purport to grant to the Administrative Agent, for the benefit of the holders of the Obligations, a security interest in the fee interests and/or leasehold interests of any Loan Party in any Material Real Property.

“ Multiemployer Plan ” shall mean any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which the Borrower makes or is obligated to make contributions or with respect to which Borrower has any liability (including on account of an ERISA Affiliate).

“ Net Cash Proceeds ” shall mean the aggregate cash or Cash Equivalents proceeds received by the Borrower or any Subsidiary in respect of any Asset Sale, Recovery Event or any issuance of Indebtedness or equity securities net of (a) direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result thereof (including any reasonable estimate of taxes to be paid within one (1) year of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that any such estimated taxes not actually due or payable by the end of such one-year period shall constitute Net Cash Proceeds upon the earlier of the date that such taxes are determined by the Borrower not to be actually payable and the end of such one-year period, (c) reasonable reserves in accordance with GAAP for any liabilities or indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchasers and other retained liabilities in respect of such Asset Sale undertaken by Borrower or any Subsidiary in connection with such Asset Sale; provided that to the extent that any such amount ceases to be so reserved (other than any reduction in such reserve to make a payment in respect of such liability or indemnification obligations), the amount thereof shall be deemed to be Net Cash Proceeds of such Asset Sale at such time and (d) in the case of any Asset Sale or any Recovery Event, the amount necessary to retire any Indebtedness secured by a Lien permitted by Section 7.2 (ranking senior to any Lien of the Administrative Agent) on the related property.

“ Net Mark-to-Market Exposure ” of any Person shall mean, as of any date of determination with respect to any Hedging Obligation, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from such Hedging Obligation. “Unrealized losses” shall mean the fair market value of the cost to such Person of replacing the Hedging Transaction giving rise to such Hedging Obligation as of the date of determination (assuming the Hedging Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Hedging Transaction as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date).

“ Non-Consenting Lender ” shall have the meaning set forth in Section 2.25 .

“ Non-Defaulting Lender ” shall mean, at any time, a Lender that is not a Defaulting Lender.

“ Note ” shall have the meaning set forth in Section 2.10(b) .

“ Notice of Conversion/Continuation ” shall have the meaning set forth in Section 2.7(b) .

“ Notice of Revolving Borrowing ” shall mean a written notice (or telephonic notice promptly confirmed in writing) of a Borrowing of Revolving Loans substantially in the form of Exhibit 2.3 .

“ Notice of Swingline Borrowing ” shall have the meaning set forth in Section 2.4 .

“ Notice of Borrowing ” shall mean each Notice of Revolving Borrowing, each Notice of Swingline Borrowing and the written notice of Borrowing with respect to the Term Loan A.

“ Obligations ” shall mean, collectively, (a) all amounts owing by the Loan Parties to the Administrative Agent, the Issuing Bank, any Lender (including the Swingline Lender) or the Lead Arrangers pursuant to or in connection with this Agreement or any other Loan Document or otherwise with respect to any Loan or Letter of Credit including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all fees and expenses of counsel to the Administrative Agent, the Issuing Bank and any Lender (including the Swingline Lender) incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, (b) all Hedging Obligations owed by any Loan Party or any Subsidiary to any Lender-Related Hedge Provider and (c) all Bank Product Obligations, together with all renewals, extensions, modifications or refinancings of any of the foregoing; provided , that “Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor.

“ OFAC ” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“ Off-Balance Sheet Liabilities ” of any Person shall mean (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (c) any Synthetic Lease Obligation or (d) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

“ Offer ” shall have the meaning set forth in the recitals hereto.

“ Offer Closing Date ” shall mean the date on which the Offer Settlement Payment falls due.

“ Offer Documents ” shall mean (a) the prospectus issued on April 24, 2017 pursuant to Swiss takeover regulations which describes the terms and conditions of the Offer and (b) the Pre-Announcement, in each case, along with any amendments thereto.

“ Offer Price ” shall mean the price offered by Bidco to the Target shareholders pursuant to the Offer Documents.

“ Offer Settlement Payment ” shall mean payments required to be made by Bidco (or by the Process Agent on behalf of Bidco) to Accepting Target Shareholders in order to settle acceptances of the Offer received by Bidco.

“ OIG ” shall mean the Office of the Inspector General of the United States Department of Health and Human Services and any successor thereof.

“ One Month LIBOR Index Rate ” shall mean a rate per annum equal to the one-month LIBOR which appears on Reuters Screen LIBOR01 as of 11:00 a.m., London time, two (2) Business Days prior to each interest rate determination date. Notwithstanding anything to the contrary in the foregoing, if the One Month LIBOR Index Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Organization Documents ” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ OSHA ” shall mean the Occupational Safety and Health Act of 1970, as amended from time to time, and any successor statute.

“ Other Connection Taxes ” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.25 ).

“ Outstanding Letters of Credit ” shall mean each of (a) that certain letter of credit issued by Bank of America, N.A. for the benefit of Boston Properties Limited Partnership in the outstanding principal amount of $111,027.39, (b) that certain letter of credit issued by Bank of America for the benefit of Montgomery Lands, Inc. in the outstanding principal amount of $119,000.00 and (c) that certain letter of credit issued by Bank of America, N.A. for the benefit of Cenlar FSB in the outstanding principal amount of $81,136.25.

“ Parent Company ” shall mean, with respect to a Lender, the bank holding company (as defined in Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

“ Participant ” shall have the meaning set forth in Section 11.4(d) .

“ Participant Register ” shall have the meaning set forth in Section 11.4(e) .

“ Patient ” shall mean, on any date, any natural person for whom any items or services have been provided or performed prior to such date by any Loan Party or any Subsidiary of a Loan Party, including, without limitation, health care items or services.

“ Payment Office ” shall mean the office of the Administrative Agent located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other location as to which the Administrative Agent shall have given written notice to the Borrower and the other Lenders.

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

“ Permitted Acquisition ” shall mean (x) the Funding Date Acquisition and (y) any other Acquisition that either has been approved in writing by the Required Lenders or with respect to which all of the following conditions shall have been satisfied:

(a) the Acquisition shall not be a Hostile Acquisition;

(b) (i) no Default or Event of Default shall exist and be continuing immediately before or immediately after giving effect to such Acquisition, (ii) the representations and warranties made by each of the Loan Parties in each Loan Document shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as if made on the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes of this clause (ii) , the representations and warranties contained in Section 4.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) , respectively, of Section 5.1 , (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Borrower shall be in compliance with the financial covenants set forth in Article VI for the period of four (4) Fiscal Quarters most recently ended prior to the date of determination for which financial statements were delivered under Section 5.1(a) or (b) and (iv) at least three (3) Business Days prior to the consummation of such Acquisition, the Borrower shall have delivered to the Administrative Agent a duly completed Pro Forma Compliance Certificate;

(c) upon request, the Borrower shall have promptly furnished to the Administrative Agent such financial and other information as to such Acquisition or the Acquired Business as the Administrative Agent may reasonably request;

(d) the Acquired Business is in the same or similar line of business as the Borrower and its Subsidiaries or any reasonable extension thereof; and

(e) if a new Subsidiary is formed or acquired as a result of or in connection with such Acquisition, the Borrower shall have caused such Subsidiary to join as a Guarantor as provided for in Sections 5.10 and 5.11 in connection therewith.

“ Permitted Encumbrances ” shall mean:

(a) Liens imposed by Law for taxes not yet overdue or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in accordance with GAAP;

(b) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen and other Liens imposed by Law in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security Laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment and attachment liens not giving rise to a Default or an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

(f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the UCC or common law of banks or other financial institutions where Borrower or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business; and

(g) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by Law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower and its Subsidiaries taken as a whole;

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

“ Permitted Refinancing ” shall mean any extension, renewal, replacement, modification or refinancing of any Indebtedness so long as: (a) the terms and conditions thereof are not materially less favorable to the obligor thereof or to the Lenders than the Indebtedness being refinanced, modified, renewed or extended; (b) the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced, modified, renewed or extended; (c) the principal amount thereof does not exceed the principal amount of the Indebtedness being renewed, modified, extended or refinanced except to the extent otherwise permitted by Section 7.1 plus the amount of any premiums or penalties required under the terms of the Indebtedness being refinanced, and accrued and unpaid interest paid thereon and reasonable fees and expenses, in each case associated with such refinancing of Indebtedness; (d) no obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced is included, unless such additional obligor is also a Guarantor; (e) such extended, renewed or refinanced Indebtedness remains subordinated if the Indebtedness being refinanced or extended was subordinated to the prior payment of the Obligations; and (f) such Indebtedness is not incurred, created or assumed, if any Default or Event of Default has occurred and continues to exist or would result therefrom.

“ Permitted Subordinated Indebtedness ” shall mean Indebtedness of Borrower or any of its Subsidiaries which (a) has no maturity date or scheduled amortization prior to the date that is six (6) months after the Latest Maturity Date, (b) has no amortization or optional or mandatory repayment, repurchase, redemption or similar provisions that may be effected at any time when the Obligations or any extension, refinancing, replacement or repurchase thereof, in whole or in part, is outstanding, (c) has no guarantees or other credit support from any Person other than a Loan Party, (d) has no financial maintenance covenants, (e) has no covenants, events of default or similar provisions that are more restrictive in any material respect than those contained in the Loan Documents and (f) is subordinated in right of payment to the Obligations on terms reasonably acceptable to Administrative Agent; provided that if such Indebtedness is secured (i) the Liens securing such Indebtedness shall be junior to the Liens securing the Obligations, (ii) the security agreements governing such Indebtedness shall provide for junior Liens on terms reasonably acceptable to Administrative Agent and (iii) the providers of such Indebtedness (or an agent for such providers) shall have entered into an intercreditor agreement reasonably acceptable to Administrative Agent.

“ Person ” shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or any Governmental Authority.

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

“ Plan of Reorganization ” shall have the meaning set forth in Section 11.4(g) .

“ Platform ” shall have the meaning set forth in Section 5.1 .

“ Pre-Announcement ” shall mean the pre-announcement in relation to the Offer of Bidco dated April 9, 2017 and published on April 10, 2017.

“ Products ” shall mean all products and services developed, manufactured, marketed, distributed, sold, licensed or otherwise commercialized by any Loan Party or any of its Subsidiaries, including all products and services in development; “ Product ” shall mean any such product or service.

“ Process Agent ” shall mean Credit Suisse AG, Zurich acting as tender agent in respect of the Offer, including for the purposes of the settlement of the Offer on the Offer Closing Date and the making of the Offer Settlement Payment.

“ Pro Forma Basis ” shall mean, for purposes of calculating compliance with respect to any Asset Sale, Recovery Event, Permitted Acquisition (including the Funding Date Acquisition), Restricted Payment, incurrence of an Incremental Facility pursuant to Section 2.23 or incurrence of Indebtedness, or any other transaction subject to calculation on a “Pro Forma Basis” as indicated herein, that such transaction shall be deemed to have occurred as of the first day of the period of four (4) Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b) . For purposes of any such calculation in respect of any Permitted Acquisition (including the Funding Date Acquisition), (a) income statement and cash flow statement items attributable to the Person or property subject to such Permitted Acquisition shall be included in Consolidated EBITDA to the extent such items are included in such income statement and cash flow statement items of the Borrower and its Subsidiaries in accordance with the definition of “Consolidated EBITDA” set forth in Section 1.1 ; (b) any Indebtedness incurred or assumed by any Borrower or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (i) shall be deemed to have been incurred as of the first day of the applicable period and (ii) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; and (c) Capital Expenditures attributable to the Person or property acquired shall be included beginning as of the first day of the applicable period.

“ Pro Forma Compliance Certificate ” shall mean a certificate of a Responsible Officer of the Borrower containing (a) reasonably detailed calculations of the financial covenants set forth in Article VI recomputed as of the end of the period of the four (4) Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis and (b) if delivered in connection with any Permitted Acquisition, certifications that clauses (a) through (d) of the definition of “Permitted Acquisition” have been satisfied (or will be satisfied in the time permitted under this Agreement).

“ Pro Rata Share ” shall mean (a) with respect to any Commitment of any Lender at any time, a percentage, the numerator of which shall be such Lender’s Commitment (or if such Commitments have been terminated or expired or the Loans have been declared to be due and payable, such Lender’s Revolving Credit Exposure or Term Loan, as applicable), and the denominator of which shall be the sum of such Commitments of all Lenders (or if such Commitments have been terminated or expired or the Loans have been declared to be due and payable, all Revolving Credit Exposure or Term Loans, as applicable, of all Lenders) and (b) with respect to all Commitments of any Lender at any time, the numerator of which shall be the sum of such Lender’s Revolving Commitment (or if such Revolving Commitments have been terminated or expired or the Loans have been declared to be due and payable, such Lender’s Revolving Credit Exposure) and Term Loan and the denominator of which shall be the sum of all Lenders’ Revolving Commitments (or if such Revolving Commitments have been terminated or expired or the Loans have been declared to be due and payable, all Revolving Credit Exposure of all Lenders funded under such Commitments) and Term Loans.

“ Qualified ECP Guarantor ” shall mean, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Loan Party as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Real Property Security Documents ” shall mean, with respect to any fee or leasehold interest of a Loan Party any Material Real Property:

(a) a fully executed and notarized Mortgage encumbering the fee or leasehold interest of such Loan Party in such real property;

(b) if requested by the Administrative Agent in its reasonable discretion, maps or plats of an as built survey of the sites of such real property certified to the Administrative Agent and the title insurance company issuing the policies referred to in clause (c) of this definition in a manner satisfactory to each of the Administrative Agent and such title insurance company, dated a date reasonably satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the National Society of Professional Surveyors, Inc. in 2016 with items 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11, 13, 14, 16, 17, 18 and 19 on Table A thereof completed;

(c) ALTA mortgagee title insurance policies issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to such real property, assuring the Administrative Agent that the Mortgage covering such real property creates a valid and enforceable first priority mortgage lien on such real property, free and clear of all defects and encumbrances except Permitted Encumbrances, which title insurance policies shall otherwise be in form and substance satisfactory to the Administrative Agent and shall include such endorsements as are requested by the Administrative Agent;

(d) evidence as to (i) whether such real property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “ Flood Hazard Property ”) and (ii) if such real property is a Flood Hazard Property, (A) whether the community in which such real property is located is participating in the National Flood Insurance Program, (B) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (1) as to the fact that such real property is a Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of flood insurance policies under the National Flood Insurance Program (or private insurance endorsed to cause such private insurance to be fully compliant with the federal law as regards private placement insurance applicable to the National Flood Insurance Program, with financially sound and reputable insurance companies not Affiliates of the Borrower) or certificates of insurance of the Borrower and its Subsidiaries evidencing such flood insurance coverage in such amounts and with such deductibles as the Administrative Agent may request and naming the Administrative Agent and its successors and/or assigns as sole loss payee on behalf of the Lenders;

(e) if requested by the Administrative Agent, a duly executed Environmental Indemnity with respect thereto;

(f) if requested by the Administrative Agent, (i) environmental questionnaires or (ii) Phase I Environmental Site Assessment Reports, consistent with American Society of Testing and

Materials (ASTM) Standard E 1527-05, and applicable state requirements, on all of the owned real property, dated no more than six (6) months prior to the Closing Date (or date of the applicable Mortgage if provided post-closing), prepared by environmental engineers satisfactory to the Administrative Agent, all in form and substance satisfactory to the Administrative Agent, and such environmental review and audit reports, including Phase II reports, with respect to the real property of any Loan Party as the Administrative Agent shall have requested, in each case together with letters executed by the environmental firms preparing such environmental reports, in form and substance satisfactory to the Administrative Agent, authorizing the Administrative Agent and the Lenders to rely on such reports, and the Administrative Agent shall be satisfied with the contents of all such environmental questionnaires or reports;

(g) if requested by the Administrative Agent, evidence satisfactory to the Administrative Agent that such real property, and the uses of such real property, are in compliance in all material respects with all applicable zoning Laws (the evidence submitted as to which should include the zoning designation made for such real property, the permitted uses of such real property under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks);

(h) in the case of a leasehold interest of such Loan Party in such real property, (i) landlord consents from the landlords on such real property as may be required by the Administrative Agent, which landlord consents shall be in the form and substance satisfactory to the Administrative Agent and (ii) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the judgment of the Administrative Agent, so as to enable the Mortgage encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Liens permitted by Section 7.2 ) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law); and

(i) an opinion of legal counsel to the Loan Party granting the Mortgage on such real property, addressed to the Administrative Agent and each Lender, in form and substance reasonably acceptable to the Administrative Agent.

“ Receivables ” shall mean all Patient accounts existing or hereafter created, any and all rights to receive payments due on such accounts from any Patient or Medical Reimbursement Program, to the extent not evidenced by an instrument or chattel paper, and all proceeds of, or in any way derived from, any of the foregoing, whether directly or indirectly (including all interest, finance charges and other amounts payable by the obligor in respect thereof).

“ Recipient ” shall mean (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank as applicable.

“ Recovery Event ” shall mean any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Borrower or any Subsidiary.

“ Register ” shall have the meaning set forth in Section 11.4(c) .

“ Regulation D ” shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“ Regulation T ” shall mean Regulation T of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“ Regulation U ” shall mean Regulation U of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“ Regulation X ” shall mean Regulation X of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“ Regulation Y ” shall mean Regulation Y of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“ Related Parties ” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors, legal counsel, consultants or other representatives of such Person and such Person’s Affiliates.

“ Release ” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

“ Required Lenders ” shall mean, at any time, Lenders holding more than fifty percent (50.0%) of the aggregate outstanding Revolving Commitments and the Term Loans at such time or if the Lenders have no Commitments outstanding, then Lenders holding more than fifty percent (50.0%) of the Revolving Credit Exposure and the Term Loans; provided that to the extent that any Lender is a Defaulting Lender, such Defaulting Lender and all of its Revolving Commitments, Revolving Credit Exposure and Term Loans shall be excluded for purposes of determining Required Lenders.

“ Required Revolving Lenders ” shall mean, at any time, Lenders holding more than fifty percent (50.0%) of the aggregate outstanding Revolving Commitments at such time or, if the Lenders have no Revolving Commitments outstanding, then Lenders holding more than fifty percent (50.0%) of the aggregate Revolving Credit Exposure; provided that to the extent that any Lender is a Defaulting Lender, such Defaulting Lender and all of its Revolving Commitments and Revolving Credit Exposure shall be excluded for purposes of determining Required Revolving Lenders.

“ Responsible Officer ” shall mean, with respect to any Person, any of the president, the chief executive officer, the chief operating officer, the chief financial officer, the treasurer or a vice president of such Person or such other representative of such Person as may be designated in writing by any one of the foregoing with the consent of the Administrative Agent; and, with respect to the financial covenants only, the chief financial officer or the treasurer of such Person.

“ Restricted ” shall mean, when referring to cash or Cash Equivalents of the Borrower or any of its Subsidiaries, that such cash or Cash Equivalents (a) appears (or would be required to appear) as “restricted” on a consolidated balance sheet of the Borrower or of any such Subsidiary (unless such appearance is related to the Loan Documents or Liens created thereunder) as determined in accordance with GAAP or (b) are subject to any Lien in favor of any Person other than Administrative Agent for the benefit of the holders of the Obligations (but excluding amounts serving as cash collateral for Letters of Credit) other than bankers’ liens and rights of setoff.

“ Restricted Payment ” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Capital Stock or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“ Revolving Commitment ” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans to the Borrower and to acquire participations in Letters of Credit and Swingline Loans in an aggregate principal amount not exceeding the amount set forth with respect to such Lender on Schedule I , as such schedule may be amended pursuant to Section 2.23 , or in the case of a Person becoming a Lender after the Closing Date, the amount of the assigned “Revolving Commitment” as provided in the Assignment and Acceptance executed by such Person as an assignee, or the joinder executed by such Person, in each case as such commitment may subsequently be increased or decreased pursuant to terms hereof.

“ Revolving Commitment Termination Date ” shall mean the earliest of (a) July 12, 2022, (b) the date on which the Revolving Commitments are terminated pursuant to Section 2.8 and (c) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise).

“ Revolving Credit Exposure ” shall mean, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans, LC Exposure and Swingline Exposure.

“ Revolving Loan ” shall mean a loan made by a Lender (other than the Swingline Lender) to the Borrower under its Revolving Commitment, which may either be a Base Rate Loan or a Eurodollar Loan.

“ S&P ” shall mean Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.

“ Sanctioned Country ” shall mean, at any time, a country or territory that is, or whose government is, the subject or target of any Sanctions.

“ Sanctioned Person ” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state, (b) any Person located, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.

“ Sanctions ” shall mean economic or financial sanctions or trade embargoes administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

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

“ Security Agreement ” shall mean the security and pledge agreement dated as of the Closing Date executed in favor of the Administrative Agent, for the benefit of the holders of the Obligations, by each of the Loan Parties.

“ Solvent ” shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the assets, at a fair valuation, of such Person exceeds the debts and liabilities, direct, subordinated, contingent or otherwise, of such Person; (b) the present fair saleable value of the property of such Person is greater than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) such Person is able to pay its debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) such Person does not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

“ Specified Loan Party ” shall mean each Loan Party that is, at the time on which the relevant Guarantee or grant of the relevant security interest under the Loan Documents by such Loan Party becomes effective with respect to a Swap Obligation, a corporation, partnership, proprietorship, organization, trust or other entity that would not be an “eligible contract participant” under the Commodity Exchange Act at such time but for the effect of Section 10.8 .

“ Specified Representations ” shall mean the representations and warranties in Section 4.1 , Section 4.2 , Section 4.3(b) , Section 4.3(c) and Section 4.25 , in each case, solely with respect to the Loan Parties on the Funding Date.

“ Subsidiary ” shall mean, with respect to any Person (the “ parent ”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (a) of which securities or other ownership interests representing more than fifty percent (50.0%) of the equity or more than fifty percent (50.0%) of the ordinary voting power, or in the case of a partnership, more than fifty percent (50.0%) of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary” hereunder shall mean a Subsidiary of the Borrower.

“ SunTrust ” shall mean SunTrust Bank and its successors.

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

“ Sweep Agreement ” shall have the meaning set forth in Section 5.11(e) .

“ Swingline Commitment ” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding not to exceed $5,000,000.

“ Swingline Exposure ” shall mean, with respect to each Lender, the principal amount of the Swingline Loans in which such Lender is legally obligated either to make a Base Rate Loan or to purchase a participation in accordance with Section 2.4 , which shall equal such Lender’s Pro Rata Share of all outstanding Swingline Loans.

“ Swingline Lender ” shall mean SunTrust Bank in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.

“ Swingline Loan ” shall mean a loan made to the Borrower by the Swingline Lender under the Swingline Commitment.

“ Swiss Pledge Agreement ” shall mean (a) the Swiss law pledge agreement dated as of the Funding Date executed in favor of the Administrative Agent, for the benefit of the holders of the Obligations, by Bidco with respect to sixty-five percent (65.0%) of the Capital Stock of the Target together with (b) the Swiss law control agreement relating to the Custody Account between the Administrative Agent, Bidco and the Custodian.

“ Synthetic Lease ” shall mean a lease transaction under which the parties intend that (a) the lease will be treated as an “operating lease” by the lessee pursuant to Accounting Standards Codification Sections 840-10 and 840-20, as amended and (b) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.

“ Synthetic Lease Obligations ” shall mean, with respect to any Person, the sum of (a) all remaining rental obligations of such Person as lessee under Synthetic Leases which are attributable to principal and, without duplication, (b) all rental and purchase price payment obligations of such Person under such Synthetic Leases assuming such Person exercises the option to purchase the lease property at the end of the lease term.

“ Target ” shall have the meaning set forth in the recitals hereto.

“ Target Shares ” shall mean the registered shares with a nominal value of CHF 1.30, each, in the Target and all rights relating to such shares.

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

“ Telcare Earnout ” shall mean earnout payments made in connection with the acquisition of the Capital Stock of Telcare Medical Supply, LLC and the assets of Telcare, Inc. in an aggregate amount not to exceed $5,000,000.

“ Term Loan A ” shall have the meaning set forth in Section 2.5 .

“ Term Loan A Commitment ” shall mean, with respect to each Lender, the obligation of such Lender to make its portion of the Term Loan A hereunder in one advance on the Funding Date, in a principal amount not exceeding the amount set forth with respect to such Lender on Schedule I . The aggregate principal amount of all Lenders’ Term Loan A Commitments as of the Funding Date is $205,000,000.

“ Term Loan Availability Period ” shall mean the period from the Closing Date to July 30, 2017.

“ Term Loan Commitments ” shall mean the Term Loan A Commitments and the Incremental Term Loan Commitments.

“ Term Loans ” shall mean the Term Loan A and any Incremental Term Loan.

“ Trade Date ” shall have the meaning set forth in Section 11.4(g) .

“ Trading with the Enemy Act ” shall mean the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq. ), as amended and in effect from time to time.

“ Transaction Agreement ” shall have the meaning set forth in the recitals hereto.

“ Transactions ” shall mean the Acquisition and the entering into of this Agreement and the other Loan Documents.

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

“ UCC ” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided , however , that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

“ United States ” or “ U.S. ” shall mean the United States of America.

“ Unrestricted Cash ” shall mean, at any time, cash and Cash Equivalents maintained in deposit accounts in the United States that are not Restricted at such time.

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

“ U.S. Tax Compliance Certificate ” shall have the meaning set forth in Section 2.20(g) .

“ Withdrawal Liability ” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Withholding Agent ” shall mean any Loan Party and the Administrative Agent.

“ Write-Down and Conversion Powers ” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.2 Classifications of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class (e.g. a “Revolving Loan” or “Term Loan”) or by Type (e.g. a “Eurodollar Loan” or “Base Rate Loan”) or by Class and Type (e.g. “Revolving Eurodollar Loan”). Borrowings also may be classified and referred to by Class (e.g. “Revolving Borrowing”) or by Type (e.g. “Eurodollar Borrowing”) or by Class and Type (e.g. “Revolving Eurodollar Borrowing”).

Section 1.3 Accounting Terms and Determination .

(a) Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a) ; provided , that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI for such purpose), then the 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 is amended in a manner satisfactory to the Borrower and the Required Lenders.

(b) 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 Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

(c) Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Article VI (including for purposes of determining the Applicable Margin and any transaction that by the terms of this Agreement requires that any financial covenant contained in Article VI be calculated on a Pro Forma Basis) shall be made on a Pro Forma Basis with respect to any Asset Sale, Recovery Event or Acquisition (including, without limitation, the Funding Date Acquisition) occurring during such period.

Section 1.4 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (d) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (e) all references to a specific time shall be construed to refer to the time in the city and state of the Administrative Agent’s principal office, unless otherwise indicated.

Section 1.5 Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.6 Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

ARTICLE II

AMOUNT AND TERMS OF THE COMMITMENTS

Section 2.1 General Description of Facilities . Subject to and upon the terms and conditions herein set forth, (a) the Lenders hereby establish in favor of the Borrower a revolving credit facility pursuant to which each Lender severally agrees (to the extent of such Lender’s Revolving Commitment) to make Revolving Loans to the Borrower in accordance with Section 2.2 , (b) the Issuing Bank may issue Letters of Credit in accordance with Section 2.22 , (c) the Swingline Lender may make Swingline Loans in accordance with Section 2.4 , (d) each Lender agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof; provided , that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Revolving Commitments in effect from time to time and (e) each Lender severally agrees to advance its portion of the Term Loan A to the Borrower on the Funding Date in a principal amount not exceeding such Lender’s Term Loan A Commitment. Notwithstanding anything to the contrary, unless the Term Loan A is funded on or before 5:00 p.m. Eastern time on July 30, 2017, this Agreement shall automatically terminate at such time.

Section 2.2 Revolving Loans . Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans in Dollars, ratably in proportion to its Pro Rata Share of the Revolving Commitments, to the Borrower, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (b) the aggregate Revolving Credit Exposures of all Lenders exceeding the Aggregate Revolving Commitments. During the Availability Period, the Borrower shall be entitled to borrow, prepay and reborrow Revolving Loans in accordance with the terms and conditions of this Agreement; provided , that the Borrower (x) may not borrow or reborrow should there exist a Default or Event of Default and (y) shall not request Revolving Loans to be made on the Funding Date.

Section 2.3 Procedure for Borrowings . The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing substantially in the form of a Notice of Borrowing (x) prior to 11:00 a.m. on the requested date of each Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to the requested date of each Eurodollar Borrowing. Each Notice of Borrowing shall be irrevocable and shall specify: (a) the aggregate principal amount of such Borrowing, (b) the date of such Borrowing (which shall be a Business Day), (c) the Type of such Loan comprising such Borrowing, (d) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto (subject to the provisions of the definition of Interest Period) and (e) the Class of the Loan comprising such Borrowing. Each Borrowing shall consist of Base Rate Loans or Eurodollar Loans or a combination thereof, as the Borrower may request. The aggregate principal amount of each Eurodollar Borrowing shall be not less than $5,000,000 or a larger multiple of $1,000,000, and the aggregate principal amount of each Base Rate Borrowing shall not be less than $1,000,000 or a larger multiple of $100,000; provided , that Base Rate Loans made pursuant to Section 2.4 or Section 2.22(d) may be made in lesser amounts as provided therein. At no time shall the total number of Eurodollar Borrowings outstanding at any time exceed six (6). Promptly following the receipt of a Notice of Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.4 Swingline Commitment .

(a) Subject to the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion, make Swingline Loans in Dollars to the Borrower, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time not to exceed the lesser of (i) the Swingline Commitment then in effect and (ii) the difference between the Aggregate Revolving Commitments and the aggregate Revolving Credit Exposures of all Lenders; provided , that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, repay and reborrow Swingline Loans in accordance with the terms and conditions of this Agreement.

(b) The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“ Notice of Swingline Borrowing ”) prior to 1:00 p.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. The aggregate principal amount of each Swingline Loan shall not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 2:00 p.m. on the requested date of such Swingline Loan.

(c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.6 , and such proceeds will be used solely for the repayment of such Swingline Loan.

(d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender.

(e) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or

not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (x) at the Federal Funds Rate until the second Business Day after such demand and (y) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section 2.4 , until such amount has been purchased in full.

Section 2.5 Term Loan A Commitment . Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of a single term loan (the “ Term Loan A ”) in Dollars to the Borrower in one advance during the Term Loan Availability Period in a principal amount equal to the Term Loan A Commitment of such Lender. The Term Loan A may be, from time to time, a Base Rate Loans or a Eurodollar Loan or a combination thereof. The Borrower shall request the Borrowing of the Term Loan A in accordance with the requirements of Section 2.3 . Amounts repaid on the Term Loan A may not be reborrowed.

Section 2.6 Funding of Borrowings .

(a) Each Lender will make available each Loan to be made by it hereunder on the proposed date thereof by wire transfer in immediately available funds by 11:00 a.m. to the Administrative Agent at the Payment Office; provided , that the Swingline Loans will be made as set forth in Section 2.4 . The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts that it receives, in like funds by the close of business on such proposed date, to an account maintained by the Borrower with the Administrative Agent or at the Borrower’s option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent.

(b) Unless the Administrative Agent shall have been notified by any Lender prior to 5:00 p.m. one (1) Business Day prior to the date of a Borrowing in which such Lender is to participate that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date, and the Administrative Agent, in reliance on such assumption, may make available to the Borrower on such date a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest at the Federal Funds Rate until the second Business Day after such demand and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest at the rate specified for such Borrowing. Nothing in this Section 2.6(b) shall be deemed to relieve any Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder.

(c) All Revolving Borrowings shall be made by the Lenders on the basis of their respective Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make its Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

Section 2.7 Interest Elections .

(a) Each Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing. Thereafter, the Borrower may elect to convert such Borrowing into a different Type or to continue such Borrowing, all as provided in this Section 2.7 . The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section 2.7 , the Borrower shall give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing that is to be converted or continued, as the case may be, substantially in the form of Exhibit 2.7 attached hereto (a “ Notice of Conversion/Continuation ”) (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing to which such Notice of Conversion/Continuation applies and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day; (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3 .

(c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a Eurodollar Borrowing if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any Eurodollar Loans shall be permitted except on the last day of the Interest Period in respect thereof.

(d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Section 2.8 Optional Reduction and Termination of Commitments .

(a) Unless previously terminated, all Revolving Commitments, Swingline Commitments and LC Commitments shall terminate on the Revolving Commitment Termination Date. The Term Loan A Commitments shall terminate on the Funding Date upon the making of the Term Loan A pursuant to Section 2.5 .

(b) Upon at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (which notice shall be irrevocable), the Borrower may reduce the Aggregate Revolving Commitments in part or terminate the Aggregate Revolving Commitments in whole; provided , that (i) any partial reduction shall apply to reduce proportionately and permanently the Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this Section 2.8 shall be in an amount of at least $5,000,000 and any larger multiple of $1,000,000 and (iii) no such reduction shall be permitted which would reduce the Aggregate Revolving Commitments to an amount less than the aggregate outstanding Revolving Credit Exposure of all Lenders. Any such reduction in the Aggregate Revolving Commitments below the principal amount of the Swingline Commitment and the LC Commitment shall result in a dollar-for-dollar reduction in the Swingline Commitment and the LC Commitment.

(c) With the written approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed), the Borrower may terminate (on a non-ratable basis) the unused amount of the Revolving Commitment of a Defaulting Lender, and in such event the provisions of Section 2.26 will apply to all amounts thereafter paid by the Borrower for the account of any such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender.

Section 2.9 Repayment of Loans .

(a) The outstanding principal amount of all Revolving Loans and Swingline Loans shall be due and payable (together with accrued and unpaid interest thereon) on the Revolving Commitment Termination Date.

(b) The Borrower unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of the Term Loan A of such Lender in installments payable on the dates set forth below, with each such installment being in the aggregate principal amount (as such installment may be adjusted as a result of prepayments made pursuant to Sections 2.11 and 2.12 ) for all Lenders set forth opposite such date below (and on such other date(s) and in such other amounts as may be required from time to time pursuant to this Agreement):

Installment Date		Aggregate Principal Amount of Term Loan A
January 1, 2018		$512,500(1)
April 1, 2018		$512,500
July 1, 2018		$512,500
October 1, 2018		$512,500
January 1, 2019		$1,281,250
April 1, 2019		$1,281,250
July 1, 2019		$1,281,250

(1) NTD: Amortization payments to be adjusted based on final aggregate principal amount of the Term Loan A.

October 1, 2019		$1,281,250
January 1, 2020		$3,843,750
April 1, 2020		$3,843,750
July 1, 2020		$3,843,750
October 1, 2020		$3,843,750
January 1, 2021		$5,125,000
April 1, 2021		$5,125,000
July 1, 2021		$5,125,000
October 1, 2021		$5,125,000
January 1, 2022		$5,125,000
April 1, 2022		$5,125,000
July 1, 2022		$5,125,000
Maturity Date		Remaining principal balance of Term Loan A

provided , that, to the extent not previously paid, the aggregate unpaid principal balance of the Term Loan A shall be due and payable on the Maturity Date.

(c) Each Incremental Term Loan shall be repayable as provided in the documentation establishing such Incremental Term Loan. Amounts repaid on any Incremental Term Loan may not be reborrowed.

Section 2.10 Evidence of Indebtedness .

(a) Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Revolving Commitment and Term Loan Commitment of each Lender, (ii) the amount of each Loan made hereunder by each Lender, the Class and Type thereof and, in the case of each Eurodollar Loan, the Interest Period applicable thereto, (iii) the date of each continuation thereof pursuant to Section 2.7 , (iv) the date of each conversion of all or a portion thereof to another Type pursuant to Section 2.7 , (v) the date and amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of such Loans and (vi) both the date and amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of the Loans and each Lender’s Pro Rata Share thereof. The entries made in such records shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided , that the failure or delay of any Lender or the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans (both principal and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement.

(b) This Agreement evidences the obligation of the Borrower to repay the Loans and is being executed as a “noteless” credit agreement. However, at the request of any Lender (including the Swingline Lender) at any time, the Borrower agrees that it will prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender in the form of Exhibit 2.10 (a “ Note ”). Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment permitted hereunder) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.11 Optional Prepayments . The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (a) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (b) in the case of any prepayment of any Base Rate Borrowing, 11:00 a.m. not less than one (1) Business Day prior to the date of such prepayment, and (c) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13(d) ; provided , that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.19 . Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.4 . Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of the Term Loan A or any Incremental Term Loan, ratably to the Term Loan A and all outstanding Incremental Term Loans, and to the principal installments thereof on a pro rata basis (including the payment due on the Maturity Date).

Section 2.12 Mandatory Prepayments .

(a) Within three (3) Business Days of receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds of any Asset Sale or Recovery Event in excess of $2,500,000, with respect to any individual Asset Sale or Recovery Event (or series of related Asset Sales or Recovery Events), the Borrower shall prepay the Obligations in accordance with Section 2.12(d) in an amount equal to such Net Cash Proceeds, in each case, to the extent such Net Cash Proceeds are not reinvested in assets (excluding current assets as classified in accordance with GAAP) within three hundred sixty-five (365) days of the date of such Asset Sale or Recovery Event (it being understood that such prepayment shall be due immediately upon the expiration of the applicable period of three hundred sixty-five (365) days).

(b) Within one (1) Business Day of receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds of any issuance of Indebtedness (other than Indebtedness permitted under Section 7.1(a) ), the Borrower shall prepay the Obligations in accordance with Section 2.12(d) in an amount equal to such Net Cash Proceeds.

(c) Within three (3) Business Days of receipt by any Loan Party or any Subsidiary of any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in Sections 2.12(a) or (b) , the Borrower shall prepay the Obligations in accordance with Section 2.12(d) in an amount equal to such Extraordinary Receipt.

(d) Any prepayments made by the Borrower pursuant to Sections 2.12(a) , (b) or (c) above shall be applied as follows: first , to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second , to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such fees and expenses; third , to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Pro Rata Shares of such interest and fees; fourth , to the principal balance of the Term Loans (on a pro rata basis) until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares thereof, and applied to the next four scheduled principal installments thereof in direct order of maturity, and thereafter to the remaining scheduled principal installments thereof (including the Maturity Date thereof) on a pro rata basis; fifth , to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; sixth , to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and seventh , to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above.

(e) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as reduced pursuant to Section 2.8 or otherwise, within one (1) Business Day, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19 . Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon.

(f) Notwithstanding any other provision of this Section 2.12 , with respect to any amount of Net Cash Proceeds subject to Section 2.12(a) , 2.12(b) or 2.12(c) attributable to a Foreign Subsidiary, in the event the Borrower determines in good faith in consultation with the Administrative Agent that the upstreaming of cash equal to such amount by such Foreign Subsidiary (i) would violate any local Law (e.g., financial assistance, thin capitalization, corporate benefit, or the fiduciary and statutory duties of the directors of such Foreign Subsidiary) or any term of any Organization Document applicable to such Foreign Subsidiary required by Law, or (ii) would cause any material adverse tax consequence to the Borrower and its Subsidiaries, then such amount shall be excluded from such Net Cash Proceeds; provided , that for one (1) year from the date on which the obligation to make the applicable prepayment arose, the Borrower and such Foreign Subsidiary shall use all commercially reasonable efforts to overcome or eliminate any such restrictions or minimize any such costs of prepayment and, if successful, shall promptly make the applicable prepayment, unless the Borrower shall have determined in good faith in consultation with the Administrative Agent that such actions would require the expenditure of a material amount of funds.

Section 2.13 Interest on Loans .

(a) The Borrower shall pay interest on (i) each Base Rate Loan at the Base Rate plus the Applicable Margin in effect from time to time and (ii) each Eurodollar Loan at the Adjusted LIBOR for the applicable Interest Period in effect for such Loan plus the Applicable Margin in effect from time to time.

(b) The Borrower shall pay interest on each Swingline Loan at the Base Rate plus the Applicable Margin in effect from time to time.

(c) The Borrower shall pay interest on each Incremental Term Loan as provided in the definitive documentation establishing such Incremental Term Loan.

(d) Notwithstanding Sections 2.13(a) , (b) and (c) , if an Event of Default has occurred and is continuing, at the option of the Required Lenders, or automatically in the case of an Event of Default under Sections 8.1(a) , (b) , (g) , (h) or (i) , the Borrower shall pay interest (“ Default Interest ”) with respect to all Eurodollar Loans at the rate per annum equal to two percent (2.00%) above the otherwise applicable interest rate for such Eurodollar Loans for the then-current Interest Period until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Loans), at the rate per annum equal to two percent (2.00%) above the otherwise applicable interest rate for Base Rate Loans.

(e) Interest on the principal amount of all Loans shall accrue from and including the date such Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans and Swingline Loans shall be payable quarterly in arrears on the first day of each April, July, October and January and on the Revolving Commitment Termination Date or the Maturity Date, as the case may be. Interest on all outstanding Eurodollar Loans shall be payable on the last day of each Interest Period applicable thereto, and, in the case of any Eurodollar Loans having an Interest Period in excess of three (3) months, on each day which occurs every three (3) months after the initial date of such Interest Period, and on the Revolving Commitment Termination Date or the Maturity Date, as the case may be. Interest on any Loan which is converted into a Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand.

(f) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrower and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding for all purposes, absent manifest error.

Section 2.14 Fees .

(a) The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent.

(b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (the “ Commitment Fee ”), which shall accrue at the Applicable Margin on the daily amount of the unused Revolving Commitment of such Lender during the Availability Period. For purposes of computing the Commitment Fee with respect to the Revolving Commitments, the Revolving Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure, but not Swingline Exposure, of such Lender.

(c) The Borrower agrees to pay (i) to the Administrative Agent, for the account of each Lender, a letter of credit fee with respect to its participation in each Letter of Credit (the “ Letter of Credit Fee ”), which shall accrue at a rate per annum equal to the Applicable Margin then in effect on the average daily amount of such Lender’s LC Exposure attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit

to but excluding the date on which such Letter of Credit expires or is drawn in full (such Letter of Credit Fee shall continue to accrue on any LC Exposure that remains outstanding after the Revolving Commitment Termination Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate set forth in the Fee Letter on the average daily amount of the LC Exposure during the Availability Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever is later), as well as the Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Notwithstanding the foregoing, if the Default Interest has been imposed pursuant to Section 2.13(d) , the rate per annum used to calculate the letter of credit fee pursuant to clause (i) above shall automatically be increased by two percent (2.00%).

(d) The Borrower shall pay on the Funding Date to the Administrative Agent and its affiliates all fees in the Fee Letter that are due and payable on the Funding Date. The Borrower shall pay on the Funding Date to the Lenders all upfront fees previously agreed in writing.

(e) Accrued fees under Sections 2.14(b) and (c) shall be payable quarterly in arrears on the first day of each April, July, October and January, commencing on the first such date to occur after the Funding Date and on the Revolving Commitment Termination Date (and if later, the date the Loans and LC Exposure shall be repaid in their entirety); provided , that any such fees accruing after the Revolving Commitment Termination Date shall be payable on demand.

(f) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to Commitment Fees during such period pursuant to Section 2.14(b) or Letter of Credit Fees accruing during such period pursuant to Section 2.14(c) (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided that (i) to the extent that a portion of the LC Exposure of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.26 , such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Commitments and (ii) to the extent any portion of such LC Exposure cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the Issuing Bank. The pro rata payment provisions of Section 2.21 shall automatically be deemed adjusted to reflect the provisions of this Section 2.14(f) .

Section 2.15 Computation of Interest and Fees .

Interest hereunder based on the Administrative Agent’s prime lending rate shall be computed on the basis of a year of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and all fees shall be computed on the basis of a year of three hundred sixty (360) days and paid for the actual number of days elapsed (including the first day but excluding the last day).

Section 2.16 Inability to Determine Interest Rates . If prior to the commencement of any Interest Period for any Eurodollar Borrowing,

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the Adjusted LIBOR for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBOR does not adequately and fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) Eurodollar Loans for such Interest Period,

the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) the obligations of the Lenders to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended and (B) all such affected Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate Borrowing.

Section 2.17 Illegality . If any Change in Law shall make it unlawful or impossible for any Lender to make, maintain or fund any Eurodollar Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall promptly give notice thereof to the Borrower and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar Borrowing, such Lender’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing and, with respect to Eurodollar Loans, for the same Interest Period, and if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a Base Rate Loan, either (a) on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain such Loan to such date or (b) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Section 2.18 Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement that is not otherwise included in the determination of the Adjusted LIBOR hereunder against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBOR) or the Issuing Bank;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or on the Issuing Bank or the eurodollar interbank market any other condition affecting this Agreement or any Eurodollar Loans made by such Lender or any Letter of Credit or any participation therein;

and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining a Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in or issuing any Letter of Credit or to reduce the amount received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount), then the Borrower shall promptly pay, upon written notice from and demand by such Lender on the Borrower (with a copy of such notice and demand to the Administrative Agent), to the Administrative Agent for the account of such Lender, within five (5) Business Days after the date of such notice and demand, additional amount or amounts sufficient to compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Bank shall have determined that on or after the date of this Agreement any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital (or on the capital of the Parent Company of such Lender or Issuing Bank) as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender, the Issuing Bank or the Parent Company of such Lender or Issuing Bank could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies or the policies of the Parent Company of such Lender or Issuing Bank with respect to capital adequacy) then, from time to time, within five (5) Business Days after receipt by the Borrower of written demand by such Lender (with a copy thereof to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender, the Issuing Bank or the Parent Company of such Lender or the Issuing Bank for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or the Parent Company of such Lender or the Issuing Bank, as the case may be, specified in Sections 2.18(a) or (b) shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive, absent manifest error. The Borrower shall pay any such Lender or the Issuing Bank, as the case may be, such amount or amounts within five (5) Business Days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.18 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.18 for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender or such Issuing Bank, as the case may be, delivers to the Borrower the certificate referenced in Section 2.18(c) and notifies the Borrower of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 2.19 Funding Indemnity . In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto or (c) the failure by the Borrower to borrow, prepay, convert or

continue any Eurodollar Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days after written demand from such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (x) the amount of interest that would have accrued on the principal amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBOR applicable to such Eurodollar Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan) over (y) the amount of interest that would accrue on the principal amount of such Eurodollar Loan for the same period if the Adjusted LIBOR were set on the date such Eurodollar Loan was prepaid or converted or the date on which the Borrower failed to borrow, convert or continue such Eurodollar Loan. A certificate as to any additional amount payable under this Section 2.19 submitted to the Borrower by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent manifest error.

Section 2.20 Taxes .

(a) For purposes of this Section 2.20 , the term “Lender” includes any Issuing Bank and the term “applicable Law” includes FATCA.

(b) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to additional sums payable under this Section 2.20 ) the applicable Recipient shall receive an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) In addition, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Each Lender shall severally indemnify the Administrative Agent, within ten (10) Business Days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.4(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e) .

(f) As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.20 , such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.20(g)(ii)(A) , (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.20-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or

(iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.20-2 or Exhibit 2.20-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.20-4 on behalf of each such direct and indirect partner;

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

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.20(g)(ii)(D) , “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h) If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.20 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.20(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.20(h) , in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.20(h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.20(h) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Section 2.21 Payments Generally; Pro Rata Treatment; Sharing of Set-offs .

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 2.18 , 2.19 or 2.20 , or otherwise) prior to 2:00 p.m. on the date when due, in immediately available funds, free and clear of any defenses, rights of set-off, counterclaim, or withholding or deduction of taxes (except as provided in Section 2.20 ). Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided

herein and except that payments pursuant to Sections 2.18 , 2.19 and 2.20 and 11.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be made payable for the period of such extension. All payments hereunder shall be made in Dollars.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied: first , to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second , to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third , to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; and fourth , to the payment of principal of the Loans and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans that would result in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Credit Exposure, Term Loans and accrued interest and fees thereon than the proportion received by any other Lender with respect to its Revolving Credit Exposure or Term Loans, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Credit Exposure and Term Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Credit Exposure and Term Loans; provided , that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 2.21(c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Exposure and Term Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.21(c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount or amounts due. In such event, if the Borrower has

not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) Notwithstanding anything herein to the contrary, any amount paid by the Borrower for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, reimbursement of LC Disbursements, indemnity payments or other amounts) will be retained by the Administrative Agent in a segregated non-interest bearing account until the Revolving Commitment Termination Date at which time the funds in such account will be applied by the Administrative Agent, to the fullest extent permitted by Law, in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank and the Swingline Lender under this Agreement, third to the payment of interest due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Lenders hereunder that are not Defaulting Lenders and seventh to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Section 2.22 Letters of Credit .

(a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.22(d ) and 2.22(e) , may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any Subsidiary on the terms and conditions hereinafter set forth; provided , that (i) each Letter of Credit shall expire on the earlier of (A) the date one (1) year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one (1) year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $50,000 (or such lesser amount as agreed by the Issuing Bank in its sole discretion); and (iii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance with respect to all other Letters of Credit. Each issued Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

(b) To request the issuance of a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall give the Issuing Bank and the Administrative Agent irrevocable written notice (which may be in the form of a duly completed Letter of Credit Application) at least three (3) Business Days prior to the requested date of such

issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be issued (or amended, extended or renewed, as the case may be), the expiration date of such Letter of Credit, the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition to the satisfaction of the conditions in Article III , the issuance of such Letter of Credit (or any amendment which increases the amount of such Letter of Credit) will be subject to the further conditions that such Letter of Credit shall be in such form and contain such terms as the Issuing Bank shall approve and that the Borrower shall have executed and delivered any Issuer Documents as the Issuing Bank shall require; provided , that in the event of any conflict between such applications, agreements or instruments and this Agreement, the terms of this Agreement shall control.

(c) At least two (2) Business Days prior to the issuance of any Letter of Credit, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received such notice and if not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice from the Administrative Agent on or before 5:00 p.m. the Business Day immediately preceding the date the Issuing Bank is to issue the requested Letter of Credit directing the Issuing Bank not to issue the Letter of Credit because such issuance is not then permitted hereunder because of the limitations set forth in Section 2.22(a ) or that one or more conditions specified in Article III are not then satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue such Letter of Credit in accordance with the Issuing Bank’s usual and customary business practices.

(d) The Issuing Bank shall examine all documents purporting to represent a demand for payment under a Letter of Credit promptly following its receipt thereof. The Issuing Bank shall notify the Borrower and the Administrative Agent of such demand for payment and whether the Issuing Bank has made or will make a LC Disbursement thereunder; provided , that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to such LC Disbursement. The Borrower shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in respect of such drawing, without presentment, demand or other formalities of any kind. Unless the Borrower shall have notified the Issuing Bank and the Administrative Agent prior to 11:00 a.m. on the Business Day immediately prior to the date on which such drawing is honored that the Borrower intends to reimburse the Issuing Bank for the amount of such drawing in funds other than from the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders to make a Base Rate Borrowing on the date on which such drawing is honored in an exact amount due to the Issuing Bank; provided , that for purposes solely of such Borrowing, the conditions precedent set forth in Section 3.3 hereof shall not be applicable. The Administrative Agent shall notify the Lenders of such Borrowing in accordance with Section 2.3 , and each Lender shall make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Issuing Bank in accordance with Section 2.6 . The proceeds of such Borrowing shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for such LC Disbursement.

(e) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Issuing Bank) shall be obligated to fund the participation that such Lender purchased pursuant to Section 2.22(a) in an amount equal to its Pro Rata Share of such LC Disbursement on and as of the date which such Base Rate Borrowing

should have occurred. Each Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Aggregate Revolving Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. On the date that such participation is required to be funded, each Lender shall promptly transfer, in immediately available funds, the amount of its participation to the Administrative Agent for the account of the Issuing Bank. Whenever, at any time after the Issuing Bank has received from any such Lender the funds for its participation in a LC Disbursement, the Issuing Bank (or the Administrative Agent on its behalf) receives any payment on account thereof, the Administrative Agent or the Issuing Bank, as the case may be, will distribute to such Lender its Pro Rata Share of such payment; provided , that if such payment is required to be returned for any reason to the Borrower or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Lender will return to the Administrative Agent or the Issuing Bank any portion thereof previously distributed by the Administrative Agent or the Issuing Bank to it.

(f) To the extent that any Lender shall fail to pay any amount required to be paid pursuant to Sections 2.22(d) or 2.22(e) on the due date therefor, such Lender shall pay interest to the Issuing Bank (through the Administrative Agent) on such amount from such due date to the date such payment is made at a rate per annum equal to the Federal Funds Rate; provided , that if such Lender shall fail to make such payment to the Issuing Bank within three (3) Business Days of such due date, then, retroactively to the due date, such Lender shall be obligated to pay interest on such amount at the rate set forth in Section 2.13(d) .

(g) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders demanding that its reimbursement obligations with respect to the Letters of Credit be Cash Collateralized pursuant to this Section 2.22(g) , the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to one hundred three percent (103.0%) of the aggregate LC Exposure of all Lenders as of such date plus any accrued and unpaid fees thereon; provided , that such obligation to Cash Collateralize the reimbursement obligations of the Borrower with respect to the Letters of Credit shall become effective immediately, and such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Sections 8.1(g) , (h) or (i) . Such deposit shall be held by the Administrative Agent as Cash Collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Borrower agrees to execute any documents and/or certificates to effectuate the intent of this Section 2.22(g) . Other than any interest earned on the investment of such deposits, which investments shall be made at the option of the Administrative Agent in consultation with the Borrower and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it had not been reimbursed and to the extent so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the Required

Lenders, be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. If the Borrower is required to Cash Collateralize its reimbursement obligations with respect to the Letters of Credit as a result of the occurrence of an Event of Default, such cash collateral so posted (to the extent not so applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

(h) Upon the request of any Lender, but no more frequently than quarterly, the Issuing Bank shall deliver (through the Administrative Agent) to each Lender and the Borrower a report describing the aggregate Letters of Credit then outstanding. Upon the request of any Lender from time to time, the Issuing Bank shall deliver to such Lender any other information reasonably requested by such Lender with respect to each Letter of Credit then outstanding.

(i) The Borrower’s obligation to reimburse LC Disbursements hereunder shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever and irrespective of any of the following circumstances:

(i) Any lack of validity or enforceability of any Letter of Credit or this Agreement;

(ii) The existence of any claim, set-off, defense or other right which the Borrower or any Subsidiary or Affiliate of the Borrower may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such beneficiary or transferee may be acting), any Lender (including the Issuing Bank) or any other Person, whether in connection with this Agreement or the Letter of Credit or any document related hereto or thereto or any unrelated transaction;

(iii) Any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

(iv) Payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document to the Issuing Bank that does not comply with the terms of such Letter of Credit;

(v) Any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.22 , constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; or

(vi) The existence of a Default or an Event of Default.

Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of any of the foregoing shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to above), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided , that the foregoing shall not be construed to

excuse the Issuing Bank from liability to the Borrower to the extent of any actual direct damages (as opposed to special, indirect (including claims for lost profits or other consequential damages) or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise due care when determining whether drafts or other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree, that in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised due care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(j) Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued and subject to applicable Laws, (i) each standby Letter of Credit shall be governed by the “International Standby Practices 1998” (or such later revision as may be published by the Institute of International Banking Law & Practice on any date any Letter of Credit may be issued), (ii) each documentary Letter of Credit shall be governed by the Uniform Customs and Practices for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 (or such later revision as may be published by the International Chamber of Commerce on any date any Letter of Credit may be issued) and (iii) the Borrower shall specify the foregoing in each Letter of Credit Application submitted for the issuance of a Letter of Credit.

(k) In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(l) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

Section 2.23 Increase of Commitments; Additional Lenders .

The Borrower shall have the right from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments (each such increase, an “ Incremental Revolving Facility ”) or establish one or more additional term loans (each such term loan, an “ Incremental Term Facility ”, and together with each Incremental Revolving Facility, an “ Incremental Facility ”) by an amount not to exceed the Maximum Incremental Facilities Amount; provided that:

(a) no Default or Event of Default shall have occurred and be continuing on the date on which such Incremental Facility is to become effective;

(b) such Incremental Facility shall be in a minimum amount of $20,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree in its discretion);

(c) such Incremental Revolving Facility or Incremental Term Facility shall be effective only upon receipt by the Administrative Agent of (i) additional Revolving Commitments (each such commitment, an “ Incremental Revolving Commitment ”) in a corresponding amount of such requested Incremental Revolving Facility or Incremental Term Loan Commitments, in each case, in a corresponding amount of such requested Incremental Term Facility from either existing Lenders and/or one or more other institutions that qualify as assignees under Section 11.4 and which are approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each such institution, an “ Additional Lender ”) and (ii) documentation from each existing Lender or Additional Lender providing an Incremental Revolving Commitment or Incremental Term Loan Commitment evidencing its agreement to provide an Incremental Revolving Commitment and/or Incremental Term Loan Commitment and its acceptance of the obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent;

(d) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Loan Parties and opinions of counsel to the Loan Parties, if required to be provided by the Lenders providing such Incremental Facility) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity of such Incremental Facility, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent;

(e) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the financial covenants in Article VI hereof after giving effect to such Incremental Facility (without “netting” the cash proceeds of the applicable Incremental Facility against Consolidated Total Debt and assuming, for purposes of such demonstration, that all Incremental Revolving Commitments are fully drawn) on a Pro Forma Basis in form and substance reasonably satisfactory to the Administrative Agent (it being understood and agreed that in the case of any Incremental Facility incurred in reliance on clause (b) of the definition of Maximum Incremental Facilities Amount, such Pro Forma Compliance Certificate shall also demonstrate compliance with the Consolidated Total Net Leverage Ratio test in such clause (b) after giving effect to such Incremental Facility (without “netting” the cash proceeds of the applicable Incremental Facility against Consolidated Total Debt and assuming, for purposes of such demonstration, that all Incremental Revolving Commitments are fully drawn) on a Pro Forma Basis in form and substance reasonably satisfactory to the Administrative Agent);

(f) if any Revolving Loans are outstanding at the time of the incurrence of any Incremental Revolving Facility, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 2.19 ) in an amount necessary such that after giving effect to such Incremental Revolving Facility, each Lender will hold its Pro Rata Share of outstanding Revolving Loans;

(g) any Incremental Revolving Facility shall have terms identical to those for the Revolving Loans under this Agreement, except for fees payable to the Lenders providing commitments for such Incremental Revolving Facility;

(h) amortization, pricing and use of proceeds applicable to any Incremental Term Facility shall be as set forth in the definitive documentation therefor; provided that (i) any such Incremental Term Facility shall have a final maturity date that is coterminous with or later than the Revolving Commitment Termination Date and the Maturity Date of each then outstanding Term Loan and (ii) the weighted average life to maturity of such Incremental Term Facility shall not be less than the weighted average life to maturity of the Term Loan A or any other then-existing Incremental Term Facility;

(i) all conditions precedent to the making of a Loan and/or the issuance of a Letter of Credit set forth in Section 3.3 shall have been satisfied at the time of incurrence of any Incremental Facility (even if there is no Borrowing thereunder on such date);

(j) no Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents or to provide any portion of any Incremental Term Facility, and any decision by a Lender to increase its Revolving Commitment or provide any portion of any Incremental Term Facility shall be made in its sole discretion independently from any other Lender; and

(k) no Lead Arranger nor any Lender shall have any responsibility for arranging any such Incremental Facility without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith.

Section 2.24 Mitigation of Obligations. If any Lender requests compensation under Section 2.18 , or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20 , then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (a) would eliminate or reduce amounts payable under Section 2.18 or Section 2.20 , as the case may be, in the future and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

Section 2.25 Replacement of Lenders . If (a) any Lender requests compensation under Section 2.18 , (b) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.20 , (c) any Lender notifies the Borrower and Administrative Agent that it is unable to fund Eurodollar Loans pursuant to Sections 2.16 or 2.17 , (d) a Lender (a “ Non-Consenting Lender ”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.2(b) but requires unanimous consent of all Lenders or all the Lenders directly affected thereby (as applicable) or (e) if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 11.4(b) all its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender); provided , that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts), (iii) in the case of a claim for compensation under Section 2.18 or payments required to be made pursuant to

Section 2.20 , such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable Law and (v) in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable assignee consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Acceptance shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans pursuant to this Section 2.25 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Acceptance. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 2.26 Reallocation and Cash Collateralization of Defaulting Lender Commitment .

(a) If a Revolving Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply, notwithstanding anything to the contrary in this Agreement:

(i) the LC Exposure and Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Revolving Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Commitments (calculated as if the Defaulting Lender’s Revolving Commitment was reduced to zero and each Non-Defaulting Lender’s Revolving Commitment had been increased proportionately); provided that (A) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; and

(ii) to the extent that any portion (the “ unreallocated portion ”) of the LC Exposure and Swingline Exposure of any Defaulting Lender cannot be reallocated pursuant to Section 2.26(a)(i) for any reason the Borrower will, not later than two (2) Business Days after demand by the Administrative Agent (at the direction of the Issuing Bank and/or the Swingline Lender), (A) Cash Collateralize the obligations of the Defaulting Lender to the Issuing Bank or Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of the LC Exposure and Swingline Exposure of such Defaulting Lender, (B) in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender.

(b) If the Borrower, the Administrative Agent, the Issuing Bank and the Swingline Lender agree in writing in their discretion that any Defaulting Lender has ceased to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, the LC

Exposure and the Swingline Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment, and such Lender will purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure of the Lenders to be on a pro rata basis in accordance with their respective Revolving Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such Revolving Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing). If any cash collateral has been posted with respect to the LC Exposure or Swingline Exposure of such Defaulting Lender, the Administrative Agent will promptly return such cash collateral to the Borrower; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

ARTICLE III

CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

Section 3.1 Conditions To Effectiveness . This Agreement shall be effective upon satisfaction of the following conditions precedent in each case in form and substance satisfactory to the Administrative Agent and each Lender ( provided that no Borrowing shall be made and no Letters of Credit issued hereunder prior to the satisfaction of the conditions precedent set forth in Section 3.2 ):

(a) Loan Documents . Receipt by the Administrative Agent of a counterpart of this Agreement, the Security Agreement and the Notes (to the extent requested by the Lenders) signed by or on behalf of each party hereto or thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of such signed signature page) that such party has signed a counterpart of this Agreement and the other Loan Documents to which such party is a party.

(b) Organization Documents; Resolutions and Certificates . Receipt by the Administrative Agent of:

(i) a certificate of the Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of such Loan Party’s Organization Documents and resolutions of its board of directors (or equivalent governing body), authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; and

(ii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party.

(c) Opinions of Counsel . Receipt by the Administrative Agent of favorable written opinions of counsel to the Loan Parties addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein in form and substance reasonably satisfactory to the Administrative Agent.

(d) Officer’s Closing Certificate . Receipt by the Administrative Agent of a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, certifying that after giving effect to the execution of this Agreement on the Closing Date, the conditions specified in this Section 3.1 are satisfied.

(e) Solvency . Receipt by the Administrative Agent of a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after the effectiveness of this Agreement.

(f) [Reserved].

(g) Personal Property Collateral . Receipt by the Administrative Agent of the following:

(i) searches of UCC filings in the jurisdiction of formation of each Loan Party;

(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;

(iii) substantially concurrently with the Closing Date, all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Security Agreement or any other pledge agreement, together with duly executed in blank, undated stock powers attached thereto;

(iv) searches of ownership of, and Liens on, United States registered intellectual property owned by each Loan Party in the appropriate governmental offices; and

(v) duly executed notices of grant of security interest in the form required by any security agreement as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property owned by the Loan Parties (if and to the extent perfection may be achieved in the United States Patent and Trademark Office or the United States Copyright Office by such filings).

(h) Patriot Act; Anti-Money Laundering Laws . The provision by the Loan Parties of all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

(i) Financial Statements . Receipt by the Administrative Agent of (i) the consolidated audited financial statements of the Funding Date Acquired Business for the Fiscal Years ended December 31, 2014, December 31, 2015 and December 31, 2016, including balance sheets, income statements and cash flow statements audited by independent public accountants reasonably acceptable to the Administrative Agent and prepared in conformity with GAAP, (ii) pro forma consolidated financial statements of the Borrower and its Subsidiaries giving effect to the Transactions for the twelve (12) month period ended as of March 31, 2017 and (iii) a base case financial covenant model prepared by the Borrower.

Without limiting the generality of the provisions of this Section 3.1 , for purposes of determining compliance with the conditions specified in this Section 3.1 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Closing Date specifying its objection thereto.

Section 3.2 Conditions to Funding Date . The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions precedent is satisfied:

(a) CS Control Agreement . Receipt by the Administrative Agent of a counterpart of the CS Control Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of such signed signature page) that such party has signed a counterpart of the CS Control Agreement.

(b) Officer’s Closing Certificate . Receipt by the Administrative Agent of a certificate, dated the Funding Date and signed by a Responsible Officer of the Borrower (and solely with respect to Section 3.2(l) , Bidco), certifying that after giving effect to the funding of the Term Loan A and any Revolving Loans on the Funding Date, the conditions specified in Sections 3.2(g) , (i) , (j) , (l) , (n) , (p) , (q) and (r) are satisfied as of the Funding Date.

(c) Sources and Uses . Receipt by the Administrative Agent of a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof.

(d) Solvency . Receipt by the Administrative Agent of a certificate, dated as of the Funding Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of the Term Loan A and any Revolving Loans on the Funding Date and the consummation of the other transactions contemplated herein.

(e) [Reserved] .

(f) Notice of Borrowing . Receipt by the Administrative Agent of a required Notice of Borrowing for each Borrowing to occur on the Funding Date.

(g) Organizational Chart . Receipt by the Administrative Agent of corporate ownership charts of the Borrower and its Subsidiaries reflecting the corporate structure of the Borrower and its Subsidiaries both before and immediately after giving effect to the Transactions.

(h) Publication of Offer Documents . The final Offer Documents have been published in the form approved by the Lead Arrangers (subject only to (i) Agreed Offer Amendments and (ii) other modifications or waivers for which the Borrower has obtained the prior written consent of the Lead Arrangers and the Administrative Agent).

(i) Transaction Agreement . Receipt by the Administrative Agent of an executed copy of the Transaction Agreement and the schedules and exhibits thereto, executed and delivered by each party thereto and certified by a Responsible Officer of the Borrower as being true, complete and correct.

(j) Orders of Swiss Takeover Board . Receipt by the Administrative Agent of evidence of the orders of the Swiss Takeover Board and, if applicable, its supervising authorities approving the Offer Documents as being in line with Swiss takeover law.

(k) Custody Account . Receipt by the Administrative Agent of evidence of the establishment of the Custody Account in the name of Bidco into which the Target Shares of the Accepting Target Shareholders and the Target Shares acquired by Bidco in the open market until the Offer Closing Date will be deposited immediately upon settlement of the Offer.

(l) Bidco Officer’s Certificate . Receipt by the Administrative Agent of a duly executed certificate of a Responsible Officer of Bidco (i) attaching the public announcements of Bidco relating to the Offer, (ii) giving evidence that the Offer has become unconditional, (iii) setting forth the final end result of the Offer as required to be published in article 47 of the Ordinance of the Swiss Takeover Board of August 21, 2008 and (iv) stating the Offer Closing Date.

(m) Process Agent . Receipt by the Administrative Agent of evidence that the Process Agent has accepted its engagement.

(n) Change of Control . Since April 10, 2017, there shall not have occurred a Change in Control with respect to either the Borrower or Bidco.

(o) Illegality . No event or circumstance shall have occurred that would make it illegal for any Lender to provide its ratable share of the Loans to be funded on the Funding Date.

(p) Specified Representations . The Specified Representations shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date.

(q) No Default . At the time of and immediately after giving effect to the Borrowings on the Funding Date, no Default or Event of Default under Sections 8.1(a) , 8.1(b) , 8.1(d) (solely with respect to Sections 7.1 , 7.2 , 7.3 , 7.5 , 7.6 , 7.7 and 7.19 ), 8.1(g) , 8.1(h) or 8.1(i) shall exist.

(r) Offer-Related Undertakings .

(i) There shall have been no amendments of the Offer with respect to the Offer timetable and the Offer Price and no amendments or waivers of the conditions to the Offer set forth in the Offer Documents, other than Agreed Offer Amendments, without the prior written consent of the Administrative Agent and the Lead Arrangers;

(ii) The Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer, shall not have permitted any circumstances to arise whereby a mandatory offer in respect of the Target Shares was or is required to be made by the Borrower or Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer by the terms of any applicable Swiss Laws; and

(iii) There shall have been no breach of the Best Price Rule in relation to the Offer as a result of actions taken by the Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer, which would or may require the amendment of any material term of the Offer (including, without limitation, an increase in the Offer Price or the maximum total consideration payable for all the Target Shares).

(s) Fees and Expenses . Receipt by the Administrative Agent of all fees, expenses and other amounts due and payable on or prior to the Funding Date, including without limitation reimbursement or payment of all out-of-pocket expenses of the Administrative Agent and the Lead Arrangers (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or the Lead Arrangers.

Without limiting the generality of the provisions of this Section 3.2 , for purposes of determining compliance with the conditions specified in this Section 3.2 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Funding Date specifying its objection thereto.

Section 3.3 Each Credit Event After the Funding Date. The obligation of each Lender to make a Loan on the occasion of any Borrowing after the Funding Date and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit after the Funding Date is subject to the satisfaction of the following conditions:

(a) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall exist;

(b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date;

(d) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.3 , the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that one hundred percent (100.0%) of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26 .

Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit, in each case, after the Funding Date, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Sections 3.3(a) and (b) .

Section 3.4 Delivery of Documents . All of the Loan Documents, certificates, legal opinions and other documents and papers referred to in this Article III , unless otherwise specified, shall be delivered to the Administrative Agent for the account of each of the Lenders and in sufficient counterparts or copies for each of the Lenders and shall be in form and substance satisfactory in all respects to the Administrative Agent.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent and each Lender as follows:

Section 4.1 Existence; Power . The Borrower and each of its Subsidiaries (other than any Immaterial Foreign Subsidiary) (a) is duly organized, validly existing and in good standing as a corporation, partnership or limited liability company under the Laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and (c) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

Section 4.2 Organizational Power; Authorization . The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by each Loan Party, and constitutes, and each other Loan Document to which any Loan Party is party, when executed and delivered by such Loan Party will constitute a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party party thereto, in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Section 4.3 Governmental Approvals; No Conflicts . The execution, delivery and performance by each Loan Party of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except (i) those as have been obtained or made and are in full force and effect and (ii) filings necessary to perfect and maintain the perfection of the Liens created by the Collateral Documents, (b) will not violate the Organization Documents of any Loan Party or any Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any Material Agreement or indenture, agreement or other instrument constituting material Indebtedness binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

Section 4.4 Financial Statements . The Borrower has furnished to each Lender (a) the Audited Financial Statements and (b) the Interim Financial Statements. Such financial statements fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the Interim Financial Statements. The financial statements delivered pursuant to Section 5.1(a) and (b) have been prepared in accordance with GAAP and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. Since the date of the Audited Financial Statements, there have been no changes with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect.

Section 4.5 Litigation and Environmental Matters .

(a) No litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities or any Medical Reimbursement Program is pending against or, to the knowledge of any Responsible Officer of the Loan Parties, threatened in writing against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (ii) which in any manner challenges the validity or enforceability of this Agreement or any other Loan Document.

(b) Except with respect to any matters that, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

Section 4.6 Compliance with Laws and Agreements .

(a) The Borrower and each Subsidiary is in compliance with (i) all Laws (including Swiss takeover laws and regulations) and all judgments, decrees and orders of any Governmental Authority (including, without limitation, Medicare Regulations, Medicaid Regulations, HIPAA, FDA Law and Regulation, FDA’s good manufacturing practices (including, but not limited to, 21 C.F.R. Parts 210, 211 and 820), 42 U.S.C. Section 1320a-7b and 42 U.S.C. Section 1395nn) and (ii) all indentures, agreements or other instruments binding upon it or its properties, except where non-compliance, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) No Loan Party or Subsidiary of any Loan Party or any individual employed by any Loan Party or any Subsidiary of any Loan Party would reasonably be expected to have criminal culpability or to be subject to an Exclusion Event for corporate or individual actions or failures to act where such culpability or Exclusion Event has resulted or would reasonably be expected to result in a Material Adverse Effect.

(c) No officer or other member of management of any Loan Party or any Subsidiary of any Loan Party who may reasonably be expected to have individual culpability for matters under investigation by the OIG or other Governmental Authority (including the FDA) continues to be employed by any Loan Party or any Subsidiary of any Loan Party unless such officer or other member of management has been either suspended or removed from positions of responsibility related to those activities under challenge by the OIG or other Governmental Authority promptly after discovery of such actual or potential culpability.

(d) Current coding and billing policies, arrangements, protocols and instructions of each Loan Party and each Subsidiary of any Loan Party comply with requirements of Medical Reimbursement Programs and are administered by properly trained personnel, except where any such failure to comply would not reasonably be expected to result in a Material Adverse Effect.

(e) Current contractual and other arrangements of each Loan Party and each Subsidiary of any Loan Party comply with all Laws (including state and federal anti-kickback, fraud and abuse, and self-referral laws, 42 U.S.C. Section 1320a-7b and 42 U.S.C. Section 1395nn) and all regulations promulgated under such Laws, except where any such failure to comply would not reasonably be expected to result in a Material Adverse Effect.

(f) Since the date five (5) years before the Closing Date, the Borrower has been, and is, in compliance in all material respects with all Laws applicable to the types of information that the Borrower and its Subsidiaries collect from individuals (“ Personal Information ”) and the uses and discloses of such Personal Information by the Borrower and its Subsidiaries. The Borrower maintains in effect data privacy and security policies that comply in all material respects with Laws applicable to the conduct of its and its Subsidiaries’ business and the types of Personal Information that the Borrower and its Subsidiaries collect from individuals and the uses and discloses of such Personal Information. Neither the Borrower nor any Subsidiary have received written notice of any claim that the Borrower, any of its Subsidiaries or any of the respective contractors or employees, has breached any Laws applicable to the collection, use or disclosure of Personal Information.

(g) Except for any notices or other correspondence which could not reasonably be expected to have a Material Adverse Effect, no Loan Party or any Subsidiary has received from the FDA, a Warning Letter, Form FDA-483, “Untitled Letter”, other correspondence or notice setting forth allegedly objectionable observations or alleged violations of laws and regulations enforced by the FDA, or any comparable correspondence from any federal, state or local authority with regard to any Product or the manufacture, processing, packaging or holding thereof, or any comparable correspondence from any foreign counterpart of the FDA, or any comparable correspondence from any foreign counterpart of any federal, state or local authority with regard to any Product or the manufacture, processing, packing, or holding thereof.

(h) No Loan Party nor any Subsidiary has entered into any consent decree or order pursuant to any FDA Law and Regulation and no Loan Party nor any Subsidiary is a party to any judgment, decree or judicial or administrative order pursuant to any FDA Law and Regulation, except for any decrees, judgments, or orders that could not reasonably be expected to have a Material Adverse Effect.

(i) No Loan Party or any Subsidiary or any officer, employee or agent of any Loan Party or of any Subsidiary has (i) made any untrue statement of material fact or fraudulent statement to the FDA or any other Governmental Authority; (ii) failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Authority; or (iii) committed an act, made a statement, or failed to make a statement that would 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). To the knowledge of the Loan Parties, as of the Funding Date, no officer, employee or agent of any Loan Party or any Subsidiary has been convicted of any crime or engaged in any conduct for which debarment is mandated or permitted by 21 U.S.C. § 335a.

(j) None of the Loan Parties have introduced into commercial distribution any Product which were upon their shipment by any Borrower or any of the other Loan Parties adulterated or misbranded in violation of 21 U.S.C. § 331 except for failures to be in compliance with the foregoing that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

(k) Schedule 4.6 sets forth a list of all registrations, clearances, approvals, licenses or permits issued under the FD&C Act (“ FD&C Permits ”) and, as of the Funding Date, held exclusively by any Loan Party. Each such FD&C Permit is in full force and effect and, to the knowledge of the Loan Parties, as of the Closing Date, no suspension, revocation, cancellation or withdrawal of such FD&C Permit is threatened and there is no basis for believing that such FD&C Permit will not be renewable upon expiration or will be suspended, revoked, cancelled or withdrawn.

(l) All Products manufactured, marketed or distributed by the Loan Parties have been cleared or approved by FDA or are exempt from such FDA clearance or approval in accordance with FDA Law and Regulation or a written FDA policy of enforcement discretion, including, without limitation, any Products manufactured by or for any third party.

(m) The Loan Parties are and have been in compliance with FDA’s good manufacturing practices (including, but not limited to, 21 C.F.R. Parts 210, 211, and 820) to the extent applicable to the operations of each Loan Party and except for any non-compliance that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. No Borrower nor any of the other Loan Parties or, to the knowledge of the Loan Parties, any of their customers has, since the date three (3) years prior to the Closing Date, undertaken a recall or field correction or removal of any Product, except for any recalls, field corrections, or removals that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Section 4.7 No Default .

(a) Neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could reasonably be expected to have a Material Adverse Effect.

(b) No Default has occurred and is continuing.

Section 4.8 Investment Company Act, Etc. Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from or registration or filing with, any Governmental Authority in connection therewith.

Section 4.9 Taxes . The Borrower and its Subsidiaries (other than any Immaterial Foreign Subsidiary) have timely filed or caused to be filed all federal and other material tax returns (including state income tax returns) required to be filed by them, and have paid all federal and other material taxes (including state income taxes), assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except where the same are currently being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of such taxes are adequate.

Section 4.10 Margin Regulations . None of the proceeds of any of the Loans or Letters of Credit will be used, directly or indirectly, for “purchasing” or “carrying” any “margin stock” with the respective meanings of each of such terms under Regulation U or for any purpose that violates the provisions of the Regulation T, U or X. Neither the Borrower nor its Subsidiaries 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”.

Section 4.11 ERISA . No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans.

Section 4.12 Ownership of Property; Intellectual Property; Insurance .

(a) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all of its real and personal property material to the operation of its business, including all such properties reflected in the Audited Financial Statements or the most recent audited consolidated balance sheet of the Borrower delivered pursuant to Section 5.1(a) or purported to have been acquired by the Borrower or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens not permitted by this Agreement. All leases that individually or in the aggregate are material to the business or operations of the Borrower and its Subsidiaries are valid and subsisting and are in full force.

(b) Each of the Borrower and its Subsidiaries owns, or is licensed, or otherwise has the right, to use, all patents, trademarks, service marks, trade names, copyrights and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries, to the knowledge of the Borrower, does not infringe in any material respect on the rights of any other Person.

(c) The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies which are not Affiliates of the Borrower, 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 the Borrower or any applicable Subsidiary operates.

Section 4.13 Disclosure . Each Loan Party has disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither any presentation to the Lenders nor any of the reports (including without limitation all reports that any Loan Party is required to file with the SEC), financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading; provided , that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time; it being understood and agreed that (a) any financial or business projections furnished by the Borrower are subject to significant uncertainties and contingencies, which may be beyond the control of the Borrower, (b) no assurance is given by the Borrower that the results of such projections will be realized and (c) the actual results may differ from the results of such projections and such differences may be material.

Section 4.14 Labor Relations . There are (a) no strikes, lockouts or other material labor disputes or grievances against the Borrower or any of its Subsidiaries, or, to the knowledge of a Responsible Officer of any Loan Party, threatened in writing against or affecting the Borrower or any of its Subsidiaries, (b) no significant unfair labor practice, charges or grievances are pending against the Borrower or any of its Subsidiaries, or to the knowledge of a Responsible Officer of any Loan Party, threatened against any of them before any Governmental Authority and (c) all material payments due from the Borrower or any of its Subsidiaries pursuant to the provisions of any collective bargaining agreement have been paid or accrued as a liability on the books of the Borrower or any such Subsidiary, except (with respect to any matter specified in clauses (a) or (b) above, wither individually of in the aggregate) where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 4.15 Subsidiaries . Schedule 4.15 sets forth (a) the name of, the ownership interest of each Loan Party in, the jurisdiction of incorporation or organization of, and the type of, each Subsidiary and identifies each Subsidiary that is a Loan Party, in each case as of the Funding Date and (b) the authorized Capital Stock of the Borrower and each of its Subsidiaries as of the Closing Date. All issued and outstanding Capital Stock of the Borrower and each of its Subsidiaries is duly authorized and validly issued, fully paid, non-assessable, as applicable, and free and clear of all Liens other than those in favor of the Administrative Agent, for the benefit of the holders of the Obligations. All such securities were issued in compliance with all applicable state and federal Laws concerning the issuance of securities. As of the Funding Date, all of the issued and outstanding Capital Stock of the Borrower and each of the Subsidiaries is owned by the Persons and in the amounts set forth on Schedule 4.15 . Except as set forth on Schedule 4.15 , there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Stock of the Borrower or any of its Subsidiaries.

Section 4.16 Solvency . After giving effect to the execution and delivery of the Loan Documents and the making of the Loans under this Agreement, the Borrower is Solvent and the Loan Parties are Solvent on a consolidated basis.

Section 4.17 Business Locations; Taxpayer Identification Number; Deposit Accounts . Set forth on Schedule 4.17-1 is a list of all real property located in the United States that is owned or leased by any Loan Party as of the Funding Date (identifying whether such real property is owned or leased and which Loan Party owns or leases such real property). Set forth on Schedule 4.17-2 is the chief executive office, U.S. tax payer identification number and organizational identification number of each Loan Party as of the Funding Date. The exact legal name and state of organization of each Loan Party as of the Funding Date is as set forth on the signature pages hereto. Except as set forth on Schedule 4.17-3 , no Loan Party has during the five (5) years preceding the Funding Date (a) changed its legal name, (b) changed its state of formation or (c) been party to a merger, consolidation or other change in structure. Set forth on Schedule 4.17-4 is a complete and accurate list as of the Funding Date of all Deposit Accounts (as defined in the UCC) and Securities Accounts (as defined in the UCC) of each Loan Party at any bank or other financial institution, in each case, identifying the type of account and whether such Deposit Account (as defined in the UCC) or Securities Account (as defined in the UCC) is an Excluded Account.

Section 4.18 Material Agreements . As of the Funding Date, all Material Agreements of the Borrower and its Subsidiaries are described on Schedule 4.18 , and each such Material Agreement is in full force and effect. The Borrower does not have any knowledge of any pending amendments or threatened termination of any of the Material Agreements in writing that in either case would reasonably be expected to result in a Material Adverse Effect. As of the Funding Date, the Borrower has delivered to the Administrative Agent a true, complete and correct copy of each Material Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith).

Section 4.19 Anti-Corruption Laws and Sanctions . The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective directors, officers and employees and to the knowledge of the Borrower its agents, are in compliance with Anti-Corruption Laws and applicable Sanctions. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facilities established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transactions will violate Anti-Corruption Laws or applicable Sanctions.

Section 4.20 Subordination of Subordinated Debt . The Revolving Loans, the Term Loans and all other Obligations of the Borrower to the Lenders and the Administrative Agent under this Agreement and all other Loan Documents, and all amendments, modifications, extensions, renewals, refinancings or refundings of any of the foregoing, constitute “Senior Indebtedness”, “Senior Debt”, “Designated Senior Indebtedness” or any similar designation under and as defined in any agreement governing any Permitted Subordinated Indebtedness of the Borrower and the subordination provisions set forth in each such agreement are legally valid and enforceable against the parties thereto.

Section 4.21 No EEA Financial Institutions . No Loan Party is an EEA Financial Institution.

Section 4.22 Perfection of Security Interests in the Collateral . The Collateral Documents create valid security interests in, and Liens on, the property described in and subject to the lien-granting provisions of the Collateral Documents, which security interests and Liens are currently perfected security interests and Liens, prior to all other Liens other than Liens permitted under this Agreement.

Section 4.23 Reimbursement from Medical Reimbursement Programs . The Receivables of each Loan Party and each Subsidiary thereof have been adjusted to reflect the requirements of all Laws and reimbursement policies (both those most recently published in writing as well as those not in writing that have been verbally communicated) of any applicable Medical Reimbursement Program, except where such failure would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, Receivables of each Loan Party and any Subsidiary of any Loan Party relating to any Medical Reimbursement Program do not exceed amounts any Loan Party or any Subsidiary of any Loan Party is entitled to receive under any capitation arrangement, fee schedule, per diem rate, discount formula, cost-based reimbursement or other adjustment or limitation to its usual charges, in each case except to the extent it would not reasonably be expected to have a Material Adverse Effect.

Section 4.24 Licensing and Accreditation . Except to the extent it would not reasonably be expected to have a Material Adverse Effect, each Loan Party and its Subsidiaries has, to the extent applicable: (a) obtained and maintains, and each of their respective employees and contractors required to be licensed have obtained and maintains, in good standing all required licenses, permits, certificates, authorizations, registrations and approvals of each Governmental Authority necessary to the conduct of its business (collectively, the “ Authorizations ”); (b) entered into and maintains in good standing its Medicare Provider Agreements and Medicaid Provider Agreements; and (c) ensured that all such required Authorizations are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited. There is no investigation, audit, claim review, appeal or other action pending, or to the knowledge of any Loan Party, threatened in writing, which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Medicare Provider Agreement or Medicaid Provider Agreement or Medicare or Medicaid provider number or result in an Exclusion Event with respect to any Loan Party or any Subsidiary.

Section 4.25 Minimum Price Rule . The Offer Price under the Offer complies with (a) the minimum price rule pursuant to article 135 para 2 FMIA, article 42 to 44 of the Ordinance of the Swiss Financial Market Supervisory Authority on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading and (b) Circular No. 2 of the Swiss Takeover Board (Liquidity in the context of Takeover Offers) of February 26, 2010 as amended, if applicable.

ARTICLE V

AFFIRMATIVE COVENANTS

Each Loan Party covenants and agrees that so long as any Lender has a Commitment hereunder, any Obligation remains unpaid or outstanding, or any Letter of Credit shall remain outstanding, such Loan Party shall and shall cause each Subsidiary to:

Section 5.1 Financial Statements and Other Information . Deliver to the Administrative Agent and each Lender:

(a) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year, a copy of the annual audited report for such Fiscal Year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income or operations, changes in stockholders’ equity and cash flows (together with all footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on by independent public accountants of nationally recognized standing (without a “going concern” or like

qualification, exception or explanation and without any qualification or exception as to scope of such audit, except to the extent any qualification results solely from a current maturity of any Indebtedness) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

(b) as soon as available and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income or operations and cash flows of the Borrower and its Subsidiaries for the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of Borrower’s previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as presenting fairly the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and (b) , a Compliance Certificate signed by the principal executive officer or the principal financial officer of the Borrower (i) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default then exists, (ii) setting forth in reasonable detail calculations demonstrating compliance with the financial covenants set forth in Article VI , (iii) certifying that as of the date thereof, all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date, (iv) stating whether any change in GAAP or the application thereof has occurred since the date of the Audited Financial Statements, and if any change has occurred, specifying the effect of such change on the financial statements accompanying such Compliance Certificate and (v) specifying any change in the identity of the Subsidiaries as of the end of such Fiscal Year or Fiscal Quarter from the Subsidiaries identified to the Lenders on the Closing Date or as of the most recent Fiscal Year or Fiscal Quarter, as the case may be;

(d) as soon as available and in any event within sixty (60) days after the end of any Fiscal Year, a pro forma budget for the succeeding Fiscal Year, containing an income statement, balance sheet and statement of cash flow of the Borrower and its Subsidiaries on a quarterly basis for such succeeding Fiscal Year;

(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and

(f) promptly following any request therefor, such other information regarding the results of operations, business affairs and financial condition of the Borrower or any Subsidiary as the Administrative Agent or any Lender may reasonably request.

If at any time the Borrower is required to file periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, Borrower may satisfy its obligation (i) to deliver the financial statements referred to in Sections 5.1(a) and (b) by delivering such financial statements by electronic mail to such e-mail addresses as the Administrative Agent and Lenders shall have provided to Borrower from time to time and (ii) to deliver the documents specified in Section 5.1(e) by posting such documents, or providing a link thereto on (A) the Borrower’s website on the Internet at the website address listed in Section 11.1 or (B) an Internet or intranet website on which such documents are posted on the Borrower’s behalf and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

The Borrower hereby acknowledges that (A) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, Debt Domain or a substantially similar electronic transmission system (the “ Platform ”) and (B) certain of the Lenders (each, a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Lead Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute information subject to the confidentiality provisions of Section 11.11 , they shall be treated as set forth in Section 11.11 ); (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (4) the Administrative Agent and any Affiliate thereof and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Section 5.2 Notices of Material Events . Furnish to the Administrative Agent and each Lender prompt, and in any event within two (2) Business Days, after any Responsible Officer obtains knowledge thereof, written notice of the following:

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

(b) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

(d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000;

(e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries;

(f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;

(g) receipt by any Loan Party or any of their respective Subsidiaries of any material inquiry or material investigation by the FDA;

(h) receipt by any Loan Party or any of their respective Subsidiaries of any correspondence by any Governmental Authority alleging material non-compliance with applicable laws or regulations; and

(i) promptly and in any event at least ten (10) days (or such shorter prior notice period as agreed by the Administrative Agent in its sole discretion) prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization.

Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 5.3 Existence; Conduct of Business .

(a) Do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence and, to the extent that failure to do so would not reasonably be expected to result in a Material Adverse Effect, its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided , that (i) nothing in this Section 5.3 shall prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.3 and (ii) this Section 5.3(a) shall not apply to Immaterial Foreign Subsidiaries; and

(b) Engage in the business of the type conducted by the Borrower and its Subsidiaries (other than Immaterial Foreign Subsidiaries) on the date hereof and businesses reasonably related thereto (and non-core incidental businesses acquired in connection with any Permitted Acquisition or permitted Investment or other immaterial businesses).

Section 5.4 Compliance with Laws, Etc. (a) Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain their respective business operations and property owned or used in connection therewith in compliance with (i) all applicable Laws, regulations, rules, guidelines, ordinances, decrees, orders and other Laws, including (but only to the extent applicable) Titles XVIII and XIX of the Social Security Act, HIPAA, Medicare Regulations, Medicaid Regulations, all Environmental Laws, FDA Law and Regulations, FDA’s good manufacturing practices (including, but not limited to, 21 C.F.R. Parts 210, 211, and 820), ERISA and OSHA, and (ii) all Material Agreements and material licenses, accreditations, franchises, indentures, deeds of trust and mortgages, including (but only to the extent applicable), all Medical Reimbursement Programs, to which any of any Loan Party or any of its Subsidiaries are parties or by which any of them or any of their respective properties are bound, and (b) maintain in effect and enforce policies and procedures reasonably designed to promote and achieve compliance by the Loan Parties, their Subsidiaries and their respective directors, officers, employees and agents which are acting or benefitting in any capacity in connection with this Agreement with Anti-Corruption Laws and applicable Sanctions. Without limiting the foregoing, each Loan Party and each of its Subsidiaries shall ensure that except where such failure would not reasonably be expected to have a Material Adverse Effect, (A) their respective billing policies, arrangements, protocols and instructions will comply with any applicable reimbursement requirements under Medicaid Regulations and Medicaid Provider Agreements, Medicare Regulations and Medicare Provider Agreements and other Medical Reimbursement Programs, and will be administered by properly trained personnel (which training shall be in accordance with industry standards), (B) their contractual and other arrangements will comply with applicable state and federal self-referral and anti-kickback laws, including without limitation 42 U.S.C. Section 1320a-7b(b)(1)-(b)(2) and 42 U.S.C. Section 1395nn, and (C) it obtains and maintains all Authorizations of all applicable Governmental Authorities as are required for the conduct of its business as currently conducted and herein contemplated (including professional licenses, certificates or determinations of need, Medicare Provider Agreements and Medicaid Provider Agreements). Each Loan Party and its Subsidiaries shall maintain in effect data privacy and security policies that comply in all material respects with Laws applicable to the conduct of its and its Subsidiaries’ business and the types of Personal Information that the Borrower and its Subsidiaries collect from individuals and the uses and discloses of such Personal Information by the Borrower and its Subsidiaries. The Borrower shall maintain for itself and its Subsidiaries and their respective employees and contractors a compliance program that is reasonably designed to provide effective internal controls that promote adherence to, prevent, and detect material violations of any applicable laws and regulations and that is consistent with the compliance program guidance published by the OIG, and applicable provisions of the United States Sentencing Guidelines.

Section 5.5 Payment of Obligations. Pay and discharge at or before maturity, all of its obligations and liabilities (including without limitation all taxes, assessments and other governmental charges, levies and all other claims that could result in a statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 5.6 Books and Records . Keep proper books of record and account in which full, true and correct in all material respects entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of the Borrower and its Subsidiaries in conformity with GAAP; provided that this Section 5.6 shall not apply to Immaterial Foreign Subsidiaries.

Section 5.7 Visitation, Inspection, Etc. Permit any representative of the Administrative Agent or any Lender, to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants (at which an authorized representative of the Borrower shall be entitled to be present), all at such reasonable times during normal business hours and so long as no Event of Default has occurred and is continuing, no more frequently than once per Fiscal Year; provided , that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the expense of any such inspections other than one (1) inspection per Fiscal Year by the Administrative Agent; provided , further , that (x) if a Default or an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. Notwithstanding anything to the contrary in this Section 5.7 , neither the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product and (y) this Section 5.7 shall not apply to Immaterial Foreign Subsidiaries unless an Event of Default has occurred and is continuing.

Section 5.8 Maintenance of Properties; Insurance .

(a) Keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted except where failure to do so would not materially adversely affect the operations of the business of Borrower and its Subsidiaries (other than Immaterial Foreign Subsidiaries), taken as a whole;

(b) Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business, and the properties and business of its Subsidiaries (other than Immaterial Foreign Subsidiaries), against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations;

(c) At all times shall name Administrative Agent as additional insured on all liability policies and loss payee on all property or casualty polices of the Borrower and its Subsidiaries (other than Immaterial Foreign Subsidiaries) (which policies shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured or loss payee, in form and substance reasonably satisfactory to the Administrative Agent); and

(d) Cause all Mortgaged Property that constitutes Flood Hazard Property to be covered by flood insurance provided under the National Flood Insurance Program (or with private insurance endorsed to cause such private insurance to be fully compliant with the federal law as regards private placement insurance applicable to the National Flood Insurance Program, with financially sound and reputable insurance companies not Affiliates of the Borrower), in such amounts and with such deductibles as the Administrative Agent may request.

Section 5.9 Use of Proceeds .

(a) Use the proceeds of all the Revolving Loans after the Funding Date to finance working capital needs and for other general corporate purposes of the Borrower and its Subsidiaries.

(b) Use the proceeds of the Term Loan A on the Funding Date (or such later date as required pursuant to the Offer Documents or Swiss takeover law), to (i) refinance existing Indebtedness of the Borrower and its Subsidiaries (including the Funding Date Acquired Business), (ii) pay a portion of the consideration for the Offer, (iii) pay related transaction fees and expenses and (iv) to the extent that any advances under the Term Loan A remain unused after the consummation of the Funding Date Acquisition, to finance working capital needs and for other general corporate purposes of the Borrower and its Subsidiaries.

(c) Use the proceeds of each Incremental Term Loan to finance working capital needs and other general corporate purposes of the Borrower and its Subsidiaries, including for capital expenditures, Permitted Acquisitions, Investments permitted pursuant to Section 7.4 , Restricted Payments permitted pursuant to Section 7.5 and other purposes not prohibited under this Agreement, in each case, as set forth in the definitive documentation therefor.

(d) Use all Letters of Credit for general corporate purposes.

Section 5.10 Additional Subsidiaries .

(a) Subject to Section 5.10(b) , if any Subsidiary is acquired or formed after the Closing Date, promptly notify the Administrative Agent and the Lenders thereof and, within forty-five (45) days after any such Subsidiary is acquired or formed (or such longer period as agreed by the Administrative Agent in its sole discretion), if such Subsidiary is a Material Domestic Subsidiary, cause such Subsidiary to become a Guarantor. A Material Domestic Subsidiary shall become an additional Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement in form and substance reasonably satisfactory to the Administrative Agent, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of Organization Documents, appropriate authorizing resolutions of the board of directors of such Material Domestic Subsidiaries, and opinions of counsel comparable to those delivered pursuant to Sections 3.1(b) and (c) , and (iii) such other documents as the Administrative Agent may reasonably request.

(b) Notwithstanding anything to the contrary in the foregoing, all Domestic Subsidiaries of the Target shall comply with the joinder requirements in Section 5.10(a) by no later than the earlier of (x) one (1) Business Day after the candidates nominated by the Borrower have been elected into the board of directors of the Target (or such longer period as agreed by the Administrative Agent in its sole discretion) and (y) July 30, 2017 (or such longer period as agreed by the Administrative Agent in its sole discretion).

Section 5.11 Further Assurances .

(a) Capital Stock . Cause (i) one hundred percent (100.0%) of the issued and outstanding Capital Stock of each Domestic Subsidiary and (ii) sixty-five percent (65.0%) (or such greater percentage that, due to a Change in Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100.0%) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit

of the holders of the Obligations, to secure the Obligations pursuant to the Collateral Documents (subject to Liens permitted by Section 7.2 ), and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including, any filings and deliveries to perfect such Liens, Organization Documents, resolutions and opinions of counsel all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that (t) no Foreign Subsidiary shall be required to pledge the Capital Stock of any direct Domestic Subsidiary thereof, (u) the Loan Parties shall not be required to pledge the Capital Stock of any of BioTelemetry Research, Japan G.K., BioTelemetry Belgium PLLC and LifeWatch Health Care India, Private Limited until such time as any such Foreign Subsidiary is no longer an Immaterial Foreign Subsidiary, (v) the Loan Parties shall pledge the Capital Stock of BT ApS to the Administrative Agent pursuant to a Danish law governed pledge agreement reasonably acceptable to the Administrative Agent within sixty (60) days after the Closing Date (or such later date as the Administrative Agent agrees in its sole discretion), (w) at all times on or after the Funding Date, the Capital Stock of LifeWatch AG owned by Bidco shall be subject to (1) at all times prior to the re-materialization of the Capital Stock of LifeWatch AG, a pledge made pursuant to the terms of the Security Agreement and perfected via the CS Control Agreement or (2) at all times after the re-materialization of the Capital Stock of LifeWatch AG, a pledge made pursuant to the terms of the Swiss Pledge Agreement, (x) the pledge of the Capital Stock of any other Material Foreign Subsidiary shall be made pursuant to documentation under the laws of such Foreign Subsidiary’s jurisdiction of incorporation, formation or organization, (y) to the extent that the Capital Stock of any Foreign Subsidiary that is not a Material Foreign Subsidiary cannot be pledged under documentation governed by New York law, the pledge of the Capital Stock of such Foreign Subsidiary shall be made pursuant to documentation under the laws of such Foreign Subsidiary’s jurisdiction of incorporation, formation or organization and (z) notwithstanding the terms of this Agreement, in accordance with applicable Swiss Laws, in no event will any Foreign Subsidiaries organized under Swiss Law comprising any portion of the Funding Date Acquired Business (other than the Capital Stock of LifeWatch AG referenced in clause (w) above) be required to pledged pursuant to this Section 5.11(a) until such time as the Borrower owns, directly or indirectly, one hundred percent (100.0%) of the issued and outstanding Capital Stock of the Target.

(b) Personal Property . Cause all personal property (other than Excluded Property) owned by each Loan Party to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations as required by the Collateral Documents (subject to Liens permitted by Section 7.2 ) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent.

(c) Control Agreements . Cause each deposit account, disbursement account, investment account, cash management account, lockbox account or other account (other than Excluded Accounts) to be subject to a “with activation” or “springing” account control agreement in form and substance reasonably satisfactory to the Administrative Agent (it being understood and agreed that the Borrower shall have up to ninety (90) days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) to cause any such accounts existing as of the Closing Date to become subject to such an account control agreement); provided that no such account control agreement (other than any account into which Government Receivables are swept pursuant the terms of a Sweep Agreement) shall be required with respect to any account that has a balance (or which holds assets with a fair market value) less than $250,000, in any individual instance, or $500,000, when taken together with the account balances (or aggregate amount of the fair market value of assets) of all other accounts (other than Excluded Accounts) that are not subject to an account control agreement in form and substance reasonably acceptable to the Administrative Agent.

(d) Real Property . Within ninety (90) days (or such later date as the Administrative Agent may agree in its sole discretion) after (i) the Closing Date, with respect to Material Real Property owned as of the Closing Date and (ii) the date new Material Real Property is acquired by a Loan Party, whether fee-owned or leasehold interest, cause such real property (other than Excluded Property) owned by the applicable Loan Party to be subject at all times to a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, real property that is prior and superior in right to any other Lien in favor of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations as required by the Collateral Documents (subject to Liens permitted by Section 7.2 ) and, in connection with the foregoing, deliver to the Administrative Agent such documentation as the Administrative Agent may reasonably request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions, Real Property Security Documents and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent.

(e) Sweep Agreements . Within forty-five (45) days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), make a written request of all applicable Persons that all Government Receivables be deposited into one or more Government Receivables Accounts that are subject to agreements (each, a “ Sweep Agreement ”) between the applicable Borrower and the applicable depository bank that require, among other terms reasonably acceptable to the Administrative Agent, all deposits made into such account or accounts to be transferred (at least two (2) times per week or, upon the reasonable request of the Administrative Agent to the Borrowers, on a daily basis) into another deposit account of any Borrower that is subject to a “with activation” or “springing” account control agreement with terms reasonably satisfactory to the Administrative Agent; provided , that (x) if an obligor in respect of any Government Receivable fails to comply with the Borrowers’ instructions to make payments to Government Receivables Account, promptly transfer any such payment to an account subject to a deposit account control agreement with terms reasonably satisfactory to the Administrative Agent and (y) to the extent that the Loan Parties change the depository bank with respect to which all Government Receivables are swept after the Closing Date, the new depository bank shall be a Lender.

(f) Insurance . Within three (3) Business Days after the Funding Date (or such later date as the Administrative Agent may agree in its sole discretion), deliver to the Administrative Agent certificates of insurance issued on behalf of insurers of the Loan Parties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Loan Parties, and endorsements naming the Administrative Agent as additional insured on liability policies and lender’s loss payee on property and casualty policies.

(g) Amendment of T-Mobile Agreements . Within thirty (30) days after the Funding Date, use commercially reasonable efforts to amend all agreements between or among any of the Loan Parties and their Subsidiaries with T-Mobile International AG and/or its affiliated telecommunications/wireless equipment and service companies such that any Liens granted therein are only with respect to equipment or other personal property (and identifiable proceeds thereof) provided to pursuant to such agreements.

Section 5.12 Compliance Programs . Maintain a compliance program which is reasonably designed to provide effective internal controls that promote adherence to and prevent and detect material violations of Laws, including the Medicaid Regulations, Medicare Regulations and HIPAA, and which includes reasonable monitoring on a regular basis to monitor compliance with the compliance program and with Laws.

Section 5.13 Offer-Related Undertakings .

(a) The Borrower or Bidco will launch a ninety-eight percent (98.0%) squeeze out procedure within three (3) months after the Funding Date if they acquire in excess of ninety-eight percent (98.0%) of the shares of the Target within such period, or, thereafter they will launch a ninety percent (90.0%) squeeze out procedure as soon as reasonably practicable after they become entitled to do so;

(b) Bidco and the Target will, upon Bidco holding one hundred percent (100.0%) of the Capital Stock of the Target, immediately implement the delisting of the Target’s Capital Stock from SIX Stock Exchange;

(d) The Borrower and Bidco shall ensure that during the Best Price Period no action is taken (including, but not limited to, open market purchases of Target Shares by the Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer), which would or may require the amendment of any material term of the Offer (including, without limitation, an increase in the Offer Price for the Target Shares or the maximum total consideration payable for all the Target Shares);

(e) The Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer shall comply in all material respects with Swiss takeover Law and applicable Swiss Laws in relation to the Offer;

(f) The Borrower shall deliver to the Administrative Agent of all information reasonably requested regarding the Offer and acceptances of the Offer and all documents, notices or announcements, in each case, of a material nature, received or issued by the Borrower, Bidco or any other Person deemed (as a matter of Swiss Law) to be acting in concert with the Borrower or Bidco in relation to the Offer; and

(g) The Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer shall take all actions necessary to ensure that the Offer Documents are consistent in all material respects with the agreed form of the Pre-Announcement in respect of the Offer published on April 10, 2017 unless such amendment or waiver was an Agreed Offer Amendment and could not reasonably be expected to be or have been materially adverse to the interests of the Lead Arrangers, the Administrative Agent or the Lenders.

Section 5.14 Refinancing of Existing Indebtedness . Concurrently with the initial funding hereunder on the Funding Date, the Borrower shall deliver to the Administrative Agent (i) evidence of payment in full of all existing Indebtedness not permitted to remain outstanding hereunder pursuant to payoff letters reasonably satisfactory to the Administrative Agent delivered to the Administrative Agent prior to the Closing Date, (ii) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Administrative Agent, releasing all liens of any existing lenders or agent under such existing Indebtedness upon any of the personal property of the Borrower and its Subsidiaries, (iii) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all liens of any existing lenders or agent under such existing Indebtedness upon any of the real property of the Borrower and its Subsidiaries and (iv) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of such existing Indebtedness.

ARTICLE VI

FINANCIAL COVENANTS

Each Loan Party covenants and agrees that so long as any Lender has a Commitment hereunder, any Obligation remains unpaid or outstanding, or any Letter of Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

Section 6.1 Consolidated Total Net Leverage Ratio . Permit the Consolidated Total Net Leverage Ratio as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 2017, to be greater than:

Fiscal Quarter		Consolidated Total Net Leverage Ratio
Each Fiscal Quarter ending on or prior to December 31, 2018		3.50 to 1.0

Each Fiscal Quarter ending after December 31, 2018		3.00 to 1.0

Section 6.2 Consolidated Fixed Charge Coverage Ratio . Permit the Consolidated Fixed Charge Coverage Ratio as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 2017, to be less than 1.20 to 1.00.

ARTICLE VII

NEGATIVE COVENANTS

Each Loan Party covenants and agrees that so long as any Lender has a Commitment hereunder, any Obligation remains unpaid or outstanding, or any Letter of Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

Section 7.1 Indebtedness and Preferred Equity .

(a) Create, incur, assume or suffer to exist any Indebtedness, except:

(i) Indebtedness created pursuant to the Loan Documents;

(ii) Indebtedness of the Borrower or any Subsidiary existing on the Funding Date and set forth on Schedule 7.1 and any Permitted Refinancing thereof;

(iii) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations; provided , that such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvements or any Permitted Refinancing thereof; provided , further , that the aggregate principal amount of such Indebtedness does not exceed $10,000,000 at any time outstanding;

(iv) Indebtedness (other than Indebtedness of the type specified in Section 7.1(a)(xxiii) ) of the Borrower owing to any Subsidiary and of any Subsidiary owing to the Borrower or any other Subsidiary; provided , that any such Indebtedness that is owed by a Subsidiary that is not a Loan Party shall be subject to Section 7.4 ;

(v) Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided , that Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 7.4 ;

(vi) Hedging Obligations permitted by Section 7.11 ;

(vii) Indebtedness of the Borrower or any Subsidiary secured by Liens permitted by Section 7.2(v) ; provided that the aggregate principal amount of such Indebtedness does not exceed $15,000,000 at any time outstanding;

(viii) Indebtedness incurred by one or more Subsidiaries of the Borrower that are not Guarantors; provided that the aggregate principal amount of such Indebtedness does not exceed $10,000,000 at any time outstanding;

(ix) Indebtedness of any Person acquired or assumed in connection with a Permitted Acquisition or Investment permitted pursuant to Section 7.4 or any assets acquired in connection therewith; provided that (A) such Indebtedness is not created in anticipation of such Permitted Acquisition or such Investment, (B) such Indebtedness is secured only by assets acquired in such Permitted Acquisition or such Investment and the only obligors in respect of such Indebtedness shall be those Persons who were obligors in respect thereof prior to such Permitted Acquisition or such Investment and (C) the aggregate principal amount of such Indebtedness incurred under this Section 7.1(a)(ix) does not exceed at any time $10,000,000;

(x) Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability insurance, self-insurance, pursuant to reimbursement or indemnification obligations to such Person or to finance insurance premiums, in each case incurred in the ordinary course of business or consistent with past practice;

(xi) Indebtedness in respect of or guarantee of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees, workers’ compensation claims, letters of credit, bank guarantees and banker’s acceptances, warehouse receipts or similar instruments and similar obligations (other than in respect of other Indebtedness for borrowed money) in each case provided in the ordinary course of business or consistent with past practice;

(xii) Indebtedness consisting of reimbursement obligations to the issuers of the Outstanding Letters of Credit issued for the benefit of the Loan Parties; provided that such Outstanding Letter of Credit may be amended or extended from time to time so long as such Outstanding Letter of Credit does not exceed the maximum amount available to be drawn under such Outstanding Letter of Credit;

(xiii) cash management obligations and other Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts maintained in in the ordinary course of business;

(xiv) to the extent constituting Indebtedness, take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business or consistent with past practice;

(xv) to the extent constituting Indebtedness, obligations arising from agreements providing for indemnification, purchase price adjustments or similar obligations (other than earnout obligations), in each case incurred or assumed in connection with the acquisition or disposition of any business or assets permitted under this Agreement;

(xvi) Indebtedness consisting of earnout obligations (other than the Danish Earnout and the Telcare Earnout) owed to the seller of any business or assets acquired in a Permitted Acquisition; provided that the aggregate amount of Indebtedness outstanding at any one time permitted under this Section 7.1(a)(xvi) shall not exceed $5,000,000;

(xvii) to the extent constituting Indebtedness, Guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries;

(xviii) performance Guarantees primarily guaranteeing performance of contractual obligations to a third party and not for the purpose of guaranteeing payment of Indebtedness;

(xix) obligations in respect of letters of support, guarantees or similar obligations issued, made or incurred for the benefit of any of the Borrower or its Subsidiaries to the extent required in connection with any statutory filing or the delivery of audit opinions performed in jurisdictions other than the United States;

(xx) Indebtedness of BT ApS incurred as the Danish Earnout;

(xxi) Indebtedness of BioTelemetry Care Management, LLC and Telcare, LLC incurred as the Telcare Earnout;

(xxii) other unsecured Indebtedness (including Permitted Subordinated Indebtedness) of the Borrower and its Subsidiaries in an aggregate outstanding amount not to exceed an amount such that, after giving effect to the incurrence thereof on a Pro Forma Basis, the Consolidated Total Net Leverage Ratio is not greater than the then applicable maximum Consolidated Total Net Leverage Ratio under Section 6.1 (or, prior to the initial date upon which the Consolidated Total Net Leverage Ratio is required to be tested under Section 6.1 , compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of not greater than 3.50 to 1.00); provided that, at the time of incurrence thereof, no Event of Default or Default shall have occurred or be continuing or shall result therefrom;

(xxiii) Indebtedness of the Domestic Subsidiaries of the Target outstanding on the Funding Date and owing to LifeWatch Israel or the Target in an aggregate principal amount not to exceed $71,600,000 at any time outstanding; provided , however , that any Indebtedness owed to any Subsidiary that is not a Loan Party pursuant to this Section 7.1(a)(xxiii) shall, within thirty (30) days of the Funding Date (or such later date as the Administrative Agent may agree in its sole discretion), be subordinated in full to the payment of the Obligations on terms and conditions reasonably satisfactory to Administrative Agent; and

(xxiv) other Indebtedness of the Borrower or its Subsidiaries in an aggregate principal amount not to exceed $15,000,000 at any time outstanding.

(b) Issue any preferred stock or other preferred equity interests that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by Borrower or such Subsidiary at the option of the holder thereof, in whole or in part or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any other preferred equity interests described in this paragraph, on or prior to, in the case of clause (i) , (ii) or (iii) , the first anniversary of the Revolving Commitment Termination Date.

For purposes of determining compliance with any restriction on the incurrence of Indebtedness, the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the amount of any premium paid, and fees and expenses incurred, in connection with such extension, replacement, refunding refinancing, renewal or defeasance (including any fees and original issue discount incurred in respect of such resulting Indebtedness).

For purposes of determining compliance with this Section 7.1 , in the event that an item of Indebtedness (or any portion thereof, but excluding any Indebtedness incurred pursuant to Section 7.1(a)(i) ) at any time meets the criteria of more than one of the categories described above in Section 7.1(a) , the Borrower, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness in one of the above clauses. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses, in the form of additional Indebtedness, or preferred stock (in each case so long as such additional Indebtedness or preferred stock is in the same form and on the same terms as the Indebtedness to which such payment relates) shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.1 .

Section 7.2 Negative Pledge . Create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except:

(a) Liens securing the Obligations pursuant to the Loan Documents;

(b) Permitted Encumbrances;

(c) any Liens on any property or assets of the Borrower or its Subsidiaries existing on the Funding Date set forth on Schedule 7.2 ; provided , that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) any Liens of the type described in Section 7.2(y) set forth on Schedule 7.2 shall be deemed to be, and shall be, for informational purposes only, and such Liens shall not be permitted under this Agreement by having been set forth on Schedule 7.2 ;

(d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided , that (i) such Lien secured Indebtedness permitted by Section 7.1(a)(iii) ; (ii) such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;

(e) extensions, renewals, or replacements of any Lien referred to in clauses (a) through (d) of this Section 7.2 ; provided , that (i) the Indebtedness secured thereby constitutes a Permitted Refinancing and (ii) any such extension, renewal or replacement is limited to the assets originally encumbered thereby;

(f) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that became or becomes a Subsidiary after the Closing Date prior to the time such Person became or becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of such acquisition or such Person becoming a Subsidiary as the case may be, (ii) such Lien shall not apply to any other property or asset of the Borrower or any Loan Party (other than any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender), (iii) such Lien shall secure only those obligations and unused commitments (and to the extent such obligations and commitments constitute Indebtedness, such Indebtedness is permitted hereunder) that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof so long as the principal amount of such extensions, renewals and replacements does not exceed the principal amount of the obligations being extended, renewed or replaced (plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such extended, renewed or replaced Indebtedness) and premium payable by the terms of such obligations thereon and fees and expenses associated therewith) and (iv) the Indebtedness secured by such Lien is incurred pursuant to and in accordance with the terms of Section 7.1(a)(ix) ;

(g) Liens (i) of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon, (ii) in favor of a banking or other financial institution arising as a matter of law or contract encumbering deposits or other funds maintained with a financial institution (including netting arrangements or the right of set off) and which are within the general parameters customary in the banking industry and (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts, in each case incurred in the ordinary course of business, not for speculative purposes and not in connection with the incurrence of Indebtedness for borrowed money;

(h) Liens representing (i) any interest or title of a licensor, lessor or sublicensor or sublessor under any lease or license permitted by this Agreement, (ii) any Lien or restriction that the interest or title of such lessor, licensor, sublessor or sublicensor may be subject to, or (iii) the interest of a licensee, lessee, sublicensee or sublessee arising by virtue of being granted a license or lease permitted by this Agreement, in each case not interfering in any material respect with the ordinary conduct of the business of the Borrower and the Subsidiaries, taken as a whole;

(i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods;

(j) the filing of UCC financing statements solely as a precautionary measure or required notice in connection with operating leases or consignment of goods;

(k) Liens not otherwise permitted by this Section 7.2 to the extent that the aggregate outstanding amount (or in the case of Indebtedness, the principal amount) of the obligations secured thereby at any time outstanding does not exceed $2,000,000;

(l) Liens granted by a Subsidiary that is not a Loan Party in favor of any Loan Party in respect of Indebtedness or other obligations owed by such Subsidiary to such Loan Party;

(m) Liens (i) attaching solely to cash advances and cash earnest money deposits in connection with Investments permitted under Section 7.4 or (ii) consisting of an agreement to dispose of any property in a disposition permitted hereunder;

(n) Liens on the cash collateral supporting the Outstanding Letters of Credit in an aggregate amount not to exceed one hundred three percent (103.0%) of the aggregate maximum amount available to be drawn of the Outstanding Letters of Credit on the Closing Date;

(o) Liens on insurance policies and the proceeds thereof granted in the ordinary course of business to secure the financing of insurance premiums with respect thereto;

(p) Liens encumbering deposits made to secure obligations arising from contractual or warranty requirements;

(q) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods;

(r) Liens of bailees in the ordinary course of business;

(s) utility and similar deposits in the ordinary course of business;

(t) Liens disclosed as exceptions to coverage in title policies and endorsements with respect to any real property, in each case approved by the Administrative Agent;

(u) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness for borrowed money, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Loan Party to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or the other Loan Parties or (iii) relating to purchase orders and other agreements entered into by the Borrower or any Subsidiary in the ordinary course of business;

(v) Liens on property or assets of the Borrower or its Subsidiaries that do not constitute Collateral; provided , that such Liens secure only Indebtedness permitted by Section 7.1(a)(vii) ;

(w) non-exclusive licenses and sublicenses granted by Borrower or any of its Subsidiaries and leases and subleases by Borrower or any Subsidiary to third parties in the ordinary course of business not interfering with the business of the Borrower or any of its Subsidiaries;

(x) Liens securing Indebtedness permitted by Section 7.1(a)(xxiii) ; provided that (x) such Liens do not encumber any property of the Loan Parties that constitutes Collateral and (y) such Liens with respect to Foreign Subsidiaries do not secure Indebtedness with an aggregate principal amount in excess of $5,000,000; and

(y) Liens securing Indebtedness or other obligations owing to T-Mobile International AG and its affiliated telecommunications/wireless equipment and service companies; provided that such Liens do not secure Indebtedness and/or other obligations in an aggregate amount in excess of $200,000.

For purposes of determining compliance with this Section 7.2 , except for Liens described in Section 7.2(y) , (x) a Lien need not be incurred solely by reference to one category of Liens described above but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Liens described above, the Borrower, in its sole discretion, may classify or may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that complies with this covenant. Notwithstanding anything to the contrary herein, Liens of the type described in Section 7.2(y) shall be permitted only pursuant to Section 7.2(y) and not any other provision of this Agreement (including without limitation Section 7.2(c) , even if such Liens are described on Schedule 7.2 ).

Section 7.3 Fundamental Changes .

(a) Merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or any line of business or all or substantially all of the stock of

any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided , that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person pursuant to a Permitted Acquisition if the Borrower (or such Subsidiary of the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided , that if any party to such merger is a Guarantor, the Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Loan Party and (iv) any Subsidiary (other than a Guarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that (x) its assets are all disposed of pursuant to Section 2.12(a) and (y) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4 .

(b) Engage in any business other than businesses of the type conducted (and non-core incidental businesses acquired in connection with any Permitted Acquisition or permitted Investment or other immaterial businesses) by the Borrower and its Subsidiaries on the date hereof and businesses reasonably related thereto.

Section 7.4 Investments, Loans, Etc . Make any Investment, except:

(a) Investments existing on the Funding Date and set forth on Schedule 7.4 (including Investments in Subsidiaries);

(b) cash and Cash Equivalents;

(d) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided , that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of (i) any Domestic Subsidiary that is not a Guarantor (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $15,000,000 at any time outstanding and (ii) any Foreign Subsidiary that is not a Guarantor (including all such Investments and Guarantees existing on the Closing Date) shall not exceed (w) $15,000,000 at any time outstanding during the Fiscal Year 2017, (x) $15,000,00 at any time outstanding during the Fiscal Year 2018, (y) $10,000,000 at any time outstanding during the Fiscal Year 2019, and (z) $5,000,00 at any time outstanding during each Fiscal Year thereafter;

(e) loans or advances to employees, officers or directors of the Borrower or any Subsidiary in the ordinary course of business for travel, relocation and related expenses; provided , that the aggregate amount of all such loans and advances does not exceed $2,000,000 in the aggregate at any time outstanding;

(f) Hedging Transactions permitted by Section 7.11 ;

(g) Permitted Acquisitions;

(h) to the extent constituting Investments, cash collateral securing the Outstanding Letters of Credit in an aggregate amount not to exceed one hundred three percent (103.0%) of the aggregate maximum amount available to be drawn of the Outstanding Letters of Credit on the Closing Date;

(i) Investments in (x) joint ventures (other than LifeWatch Turkey) not to exceed $5,000,000 at any one time, and (y) LifeWatch Turkey not to exceed $9,000,000;

(j) Investments consisting of loans to Well Bridge Health Inc. in an aggregate amount not to exceed $2,500,000 at any one time;

(k) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(l) Investments of any Person existing at the time such Person becomes a Subsidiary or consolidates, amalgamates or merges with the Borrower or any Subsidiary (including in connection with an Acquisition or other Investment permitted hereunder); provided that such Investment was not made in contemplation of such Person becoming a Subsidiary or such consolidation, amalgamation or merger;

(m) Investments resulting from pledges or deposits described in clauses (c) or (d) of the definition of the term “Permitted Encumbrance”;

(n) receivables or other trade payables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or such Subsidiary deems reasonable under the circumstances;

(o) Investments in deposit accounts and securities accounts solely for Cash Equivalents opened in the ordinary course of business;

(p) Investments consisting of cash earnest money deposits in connection with a Permitted Acquisition or other Investment permitted hereunder;

(q) Investments consisting of endorsements for collection or deposit in the ordinary course of business;

(r) Guarantee obligations of the Borrower or any Subsidiary in respect of letters of support, guarantees or similar obligations issued, made or incurred for the benefit of any Subsidiary to the extent required in connection with any statutory filing or the delivery of audit opinions performed in jurisdictions other than within the United States;

(s) Guarantees by the Borrower or any Subsidiary of leases of real property (other than Capital Lease Obligations), contracts, or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(t) Investments by Braemar Manufacturing, LLC in an aggregate amount of up to $3,000,000 in BT ApS as long as (i) the Danish Earnout is then due and owing and payment thereof by BT ApS is permitted under Section 7.5(f) hereof and (ii) such amount is used promptly upon receipt thereof by BT ApS to pay the Danish Earnout;

(u) to the extent constituting Investments, Indebtedness permitted pursuant to Section 7.1(a)(xxiii); and

(v) other Investments which in the aggregate do not exceed $15,000,000 in any Fiscal Year.

For purposes of determining compliance with this Section 7.4 , (x) an Investment need not be made solely by reference to one category of Investments described in Sections 7.4(a) through (u) above but may be made under any combination of such categories (including in part under one such category and in part under any other such category), (y) in the event that an Investment (or any portion thereof) meets the criteria of one or more of such categories of Investments described in clauses (a) through (u) above, the Borrower, in its sole discretion, may classify or may subsequently reclassify at any time such Investment (or any portion thereof) in any manner that complies with this covenant and (z) any Investment that is written down, written off or forgiven by Borrower or any of its Subsidiaries shall continue to count against any cap set forth in the clause or clauses of this Section 7.4 pursuant to which such Investment is permitted.

Any Investment that exceeds the limits of any particular clause set forth above may be allocated amongst more than one of such clauses to permit the incurrence or holding of such Investment to the extent such excess is permitted as an Investment under such other clauses.

Section 7.5 Restricted Payments . Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment; provided , that the Borrower may declare or make, directly or indirectly:

(a) dividends payable by the Borrower solely in shares of any class of its common stock;

(b) Restricted Payments made by any Subsidiary to Persons that own Capital Stock in such Subsidiary, on a pro rata basis according to their respective holdings of the type of Capital Stock in respect of which such Restricted Payment is being made with any other shareholders if such Subsidiary is not wholly owned by the Borrower and other wholly owned Subsidiaries;

(c) redemptions or repurchases of Capital Stock in the Borrower from (i) employees and former employees and (ii) other holders of Capital Stock of the Borrower; provided that (x) the aggregate amount of all such redemptions or repurchases made pursuant to this Section 7.5(c) in any Fiscal Year shall not exceed $2,000,000 and (y) after giving effect to any such redemption or repurchase on a Pro Forma Basis, no Default or Event of Default shall exist, including with respect to the financial covenants contained in Sections 6.1 and 6.2 (as detailed in a Pro Forma Compliance Certificate delivered to the Administrative Agent at least five (5) days (or such shorter period as may be agreed to by Administrative Agent) prior to any such redemption or repurchase);

(d) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may make Restricted Payments in an aggregate amount not to exceed $20,000,000 in any Fiscal Year;

(e) Restricted Payments consisting of announced dividends that satisfied the conditions of any other clause of this Section 7.5 at the time of announcement thereof;

(f) for any calendar year or portion thereof that the Loan Parties are members of a consolidated, combined, unitary, affiliated or similar group of which the Borrower is the common parent (or are treated as a pass-through entities under the Code that are indirectly or directly owned by a member of such group), the Loan Parties may make Restricted Payments to the Borrower in order for the Borrower to pay the consolidated or combined federal, state or local income taxes attributable to the income of the applicable Loan Party and its Subsidiaries in an aggregate amount not to exceed the lesser of the income tax liabilities (x) that would have been payable by the applicable Loan Party for such period if such Loan Party and its Subsidiaries had been a stand-alone group separate from the Borrower, taking into account any net operating loss carryovers, tax credits and other tax attributes that would have been available had such Loan Party and its Subsidiaries been a stand-alone group for such period and (y) that are actually paid by the Borrower for such period, in each case reduced by any such income taxes paid or to be paid directly by the applicable Loan Party or its Subsidiaries; and

(g) other Restricted Payments in addition to those provided above in this Section 7.5 , so long as (i) no Default or Event of Default shall exist immediately before or immediately after giving effect to any such Restricted Payment and (ii) after giving effect to any such Restricted Payment on a Pro Forma Basis, the Consolidated Total Net Leverage Ratio does not exceed 2.75 to 1.00.

Section 7.6 [Reserved] .

Section 7.7 Sale of Assets . Make any Asset Sale, except the sale or other disposition of such assets in an aggregate amount not to exceed $20,000,000 in any Fiscal Year.

Section 7.8 Transactions with Affiliates . Sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates with a fair market value in excess of $100,000 for any transaction or series of related transactions, except (a) in the ordinary course of business at prices and on terms and conditions taken as a whole substantially at least as favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries or between the Subsidiaries, in each case to the extent permitted by Section 7.4 , (c) any Restricted Payment permitted by Section 7.5 , (d) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of the Borrower or any Subsidiary in an aggregate amount not to exceed $2,000,000 in any fiscal year of the Borrower, (e) compensation (including bonuses and equity or other consideration) and employee benefit arrangements paid to, indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers, managers or employees of the Borrower or the Subsidiaries in the ordinary course of business, including in connection with the Funding Date Acquisition and any other transaction permitted hereunder; (f) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, employee stock options and employee stock ownership plans, and (h) the Funding Date Acquisition.

Section 7.9 Restrictive Agreements . Enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its

Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided , that (i) the foregoing shall not apply to restrictions or conditions imposed by Law or by this Agreement or any other Loan Document, (ii) any agreement evidencing Permitted Subordinated Indebtedness, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iv) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Capital Lease Obligations permitted by this Agreement so long as such restrictions and conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) shall not apply to customary provision in leases and other contracts restricting the assignment thereof, (vi) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (vii) any restrictions regarding licensing or sublicensing by the Borrower and its Subsidiaries of IP Rights in the ordinary course of business; (viii) any restrictions that arise in connection with cash escrow or other deposits permitted under Section 7.2 and Section 7.4 ; (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (x) restrictions on any foreign Subsidiary by the terms of any Indebtedness of such foreign Subsidiary that is not a Loan Party permitted to be incurred under this Agreement if such limitations only apply to the assets or property of such Foreign Subsidiary that is not a Loan Party and (xi) restrictions that arise in connection with Indebtedness permitted to be incurred pursuant to Sections 7.1(a)(vii) and 7.1(a)(viii) .

Section 7.10 Sale and Leaseback Transactions . Enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred.

Section 7.11 Hedging Transactions . Enter into any Hedging Transaction, other than Hedging Transactions entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedging Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Hedging Transaction under which the Borrower or any of the Subsidiaries is or may become obliged to make any payment (a) in connection with the purchase by any third party of any Capital Stock or any Indebtedness or (b) as a result of changes in the market value of any Capital Stock or any Indebtedness) is not a Hedging Transaction entered into in the ordinary course of business to hedge or mitigate risks.

Section 7.12 Legal Name, State of Formation and Form of Entity . Without providing the notice required by Section 5.2(i) , change its name, state of formation or form of organization.

Section 7.13 Amendment to Material Documents . Amend, modify or waive any of its rights in a manner materially adverse to the Lenders or any Loan Party under (a) its Organization Documents, (b) any Material Agreements, except in any manner (x) that would not have a material and adverse effect on the Lenders, the Administrative Agent, the Borrower or any of its Subsidiaries or (y) as permitted pursuant to or reasonably necessary to effect a Permitted Refinancing thereof or (c) any documentation governing Permitted Subordinated Indebtedness if the effect thereof is to (i) increase the interest rate thereon, (ii) change the due dates for principal or interest, other than to extend such dates, (iii) modify any default or event of default, other than to delete it or make it less restrictive, (iv) add any covenant with respect thereto, (v) modify any subordination provision, (vi) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (vii) materially increase any obligation of any Loan Party or any Subsidiary thereof or confer additional material rights to the holder of such Permitted Subordinated Indebtedness in a manner adverse

to any Loan Party or Subsidiary thereto or any holder of the Obligations, except for any waiver, amendment or modification that will not take effect until after all Obligations (other than contingent indemnification obligations for which no claim has been made) shall have been paid in full and all commitments therefor have been terminated.

Section 7.14 Prepayments of Permitted Subordinated Indebtedness . Prepay, redeem, purchase, defease, retire or extinguish or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permitted) any Permitted Subordinated Indebtedness of any Loan Party or any Subsidiary thereof, except the refinancing or replacement thereof with the Net Cash Proceeds of, or in exchange for, any Indebtedness constituting a Permitted Refinancing thereof.

Section 7.15 Accounting Changes . Make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change the Fiscal Year of the Borrower or of any of its Subsidiaries, except to change the fiscal year of a Subsidiary to conform its fiscal year to that of the Borrower.

Section 7.16 Government Regulation . (a) Be or become subject at any time to any law, regulation or list of any Governmental Authority of the United States (including, without limitation, the OFAC list) that prohibits or limits the Lenders or the Administrative Agent from making any advance or extension of credit to the Borrower or from otherwise conducting business with the Loan Parties or (b) fail to provide documentary and other evidence of the identity of the Loan Parties as may be requested by the Lenders or the Administrative Agent at any time to enable the Lenders or the Administrative Agent to verify the identity of the Loan Parties or to comply with any applicable Law or regulation, including, without limitation, Section 326 of the Patriot Act at 31 U.S.C. Section 5318.

Section 7.17 Ownership of Subsidiaries . Notwithstanding any other provisions of this Agreement to the contrary, the Borrower will not, and will not permit any of the Subsidiaries to (a) permit any Person (other than the Borrower or any wholly owned Subsidiary) to own any Capital Stock of any Subsidiary, except to qualify directors if required by applicable Law or (b) permit any Subsidiary to issue or have outstanding any shares of preferred Capital Stock.

Section 7.18 Use of Proceeds .

(a) Use any part of the proceeds of any Loan, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulations T, U or X.

(b) Request any Borrowing or Letter of Credit, or use or allow its respective directors, officers, employees and agents to use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any party.

Section 7.19 Designation as Senior Debt . Designate any Indebtedness (other than Indebtedness under the Loan Documents) of the Borrower or any of its Subsidiaries as “Senior Debt” or “Designated Senior Debt” (or in each case any similar term) under, and as defined in, the documentation governing any Permitted Subordinated Indebtedness.

ARTICLE VIII

EVENTS OF DEFAULT

Section 8.1 Events of Default . If any of the following events (each an “ Event of Default ”) shall occur:

(a) any Loan Party shall fail to pay any principal of any Loan or of any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or otherwise; or

(b) any Loan Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under Section 8.1(a) or an amount related to a Bank Product Obligation) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days; or

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document (including the Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative Agent or the Lenders by any Loan Party or any representative of any Loan Party pursuant to or in connection with this Agreement or any other Loan Document shall prove to be incorrect in any material respect (other than a representation or warranty that is expressly qualified by a Material Adverse Effect or materiality, in which case such representation or warranty shall prove to be incorrect in all respects) when made or deemed made or submitted; or

(d) any Loan Party shall fail to observe or perform any covenant or agreement contained in Section 5.1 (and such default or compliance remains uncured for a period of five (5) Business Days) 5.2 , 5.3(a) (solely with respect to the existence of the Borrower and each Guarantor in its respective jurisdiction of organization or incorporation), 5.7 , 5.8 (other than clause (a)), 5.9 , 5.13 or 5.14 or Articles VI or VII ; or

(e) any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in Sections 8.1(a) , (b) and (d) ) or any other Loan Document or related to any Bank Product Obligation, and such failure shall remain unremedied for thirty (30) days after the earlier of (i) any Responsible Officer of any Loan Party becomes aware of such failure, or (ii) notice thereof shall have been given to any Loan Party by the Administrative Agent or any Lender; or

(f) (i) the Borrower or any Subsidiary (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal of, or premium or interest on, any Material Indebtedness that is outstanding, when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument evidencing or governing such Indebtedness; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such

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Indebtedness; or (iii) any such Indebtedness shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; provided that so long as the Administrative Agent has not exercised any remedies under this Article VIII , any Default or Event of Default under this Section 8.1(f) shall be immediately cured and no longer continuing (without any action on the part of the Administrative Agent, any Lender or otherwise) as and when any such failure (x) is remedied by the Borrower or applicable Subsidiary or (y) is waived (including in the form of amendment) by the requisite holders of the applicable item of Material Indebtedness; or

(g) the Borrower or any Subsidiary (other than an Immaterial Foreign Subsidiary) shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar Law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 8.1(h) , (iii) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Borrower or any such Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; or

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary (other than an Immaterial Foreign Subsidiary) or its debts, or any substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency or other similar Law now or hereafter in effect or (ii) the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Borrower or any Subsidiary (other than an Immaterial Foreign Subsidiary) or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; or

(i) the Borrower or any Subsidiary (other than an Immaterial Foreign Subsidiary) shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its debts as they become due; or

(j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with other ERISA Events that have occurred, could reasonably be expected to result in liability to the Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000; or

(k) any final, non-appealable judgment or order for the payment of money in excess of $5,000,000 (to the extent not covered by insurance or indemnities as to which the applicable insurance company or third party has been notified of the claim and has confirmed coverage), individually or in the aggregate, shall be rendered against the Borrower or any Subsidiary (other than an Immaterial Foreign Subsidiary), and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be a period of sixty (60) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

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(l) any non-monetary judgment or order shall be rendered against the Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect, and there shall be a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(m) a Change in Control shall occur or exist; or

(n) any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect or ceases to give the Administrative Agent any material part of the Liens purported to be created thereby; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or any of the Obligations for any reason shall cease to be “Senior Indebtedness” (or any comparable term) under, and as defined in, any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to the Obligations, or the subordination provisions set forth in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Loan Party or Subsidiary thereof shall assert any of the foregoing; or

(o) the loss, suspension or revocation of, or failure to renew, any Authorizations, FD&C Permits, Medicare or Medicaid provider numbers, or clearances now held or hereafter acquired by any Loan Party, if such loss, suspension, revocation or failure to renew would reasonably be expected to have a Material Adverse Effect; or

(p) funds in any account subject to a Sweep Agreement cease to be swept in the manner required by such Sweep Agreement and such cessation continues for ten (10) Business Days (or such longer period as agreed by the Administrative Agent in its sole discretion); or

(q) there occurs an Exclusion Event which has had or would reasonably be expected to have a Material Adverse Effect; or

(r) the Borrower or any Subsidiary is debarred pursuant to the FD&C Act.

then, and in every such event (other than an event with respect to the Borrower described in Sections 8.1(g) , (h) or (i) ) and at any time thereafter during the continuance of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitment of each Lender shall terminate immediately, (ii) declare the principal of and any accrued interest on the Loans, and all other Obligations owing hereunder, to be, whereupon the same shall become, due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (iii) exercise all remedies contained in any other Loan Document, and (iv) exercise any other remedies available at Law or in equity; and that, if an Event of Default specified in Sections 8.1(g) , (h) or (i) shall occur, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon, and all fees, and all other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

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Section 8.2 Application of Funds .

After the exercise of remedies provided for in Section 8.1 (or immediately after an Event of Default specified in Sections 8.1(g) , (h) or (i) ), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

(a) first , to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateral, until the same shall have been paid in full;

(b) second , to the fees and other reimbursable expenses of the Administrative Agent and the Issuing Bank then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;

(c) third , to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;

(d) fourth , to the fees due and payable under Sections 2.14(b) and (c) of this Agreement and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full;

(e) fifth , to the aggregate outstanding principal amount of the Term Loans (allocated among the Term Loan Lenders in respect of their Pro Rata Shares), to the aggregate outstanding principal amount of the Revolving Loans, the LC Exposure, the Net Mark-to-Market Exposure (to the extent secured by Liens) and the Bank Product Obligations of the Borrower and its Subsidiaries, until the same shall have been paid in full, allocated pro rata among any Lender, any Lender-Related Hedge Provider and any Bank Product Provider, based on their respective Pro Rata Shares of the aggregate amount of such Revolving Loans, LC Exposure, Net Mark-to-Market Exposure (to the extent secured by Liens) and Bank Product Obligations;

(f) sixth , to additional cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all cash collateral held by the Administrative Agent pursuant to this Agreement is equal to one hundred three percent (103.0%) of the LC Exposure after giving effect to the foregoing clause fifth ; and

(g) seventh , to the extent any proceeds remain, to the Borrower or other parties lawfully entitled thereto.

All amounts allocated pursuant to the foregoing clauses third through sixth to the Lenders as a result of amounts owed to the Lenders under the Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided , that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clauses fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Issuing Bank and the Revolving Loan Lenders as cash collateral for the LC Exposure, such account to be administered in accordance with Section 2.22(g) .

Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section 8.2 .

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Notwithstanding the foregoing, Hedging Obligations and Bank Product Obligations may be excluded from the application described above without any liability to the Administrative Agent, if the Administrative Agent has not received written notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender-Related Hedge Provider or Bank Product Provider. Each Lender-Related Hedge Provider and Bank Product Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

ARTICLE IX

THE ADMINISTRATIVE AGENT

Section 9.1 Appointment of Administrative Agent .

(a) Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article IX shall apply to any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent.

(b) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto; provided that the Issuing Bank shall have all the benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article IX included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.

Section 9.2 Nature of Duties of Administrative Agent . The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing; (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.2 ); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender

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in violation of any Debtor Relief Law; and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it, its sub-agents or its attorneys-in-fact with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.2 ) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof (which notice shall include an express reference to such event being a “Default” or “Event of Default” hereunder) is given to the Administrative Agent by the Borrower or any Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining to such duties. Neither the Administrative Agent nor any of its Related Parties shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Agreement relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (A) be obligated to ascertain, monitor or inquire as to whether any Lender or prospective Lender is a Disqualified Institution or (B) have any liability with respect to or arising out of any assignment of Loans, or disclosure of confidential information, to any Disqualified Institution.

Section 9.3 Lack of Reliance on the Administrative Agent . Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank 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 Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder.

Section 9.4 Certain Rights of the Administrative Agent . If the Administrative Agent shall request instructions from the Required Lenders with respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall be entitled to refrain from such act or taking such act unless and until it shall have received instructions from such Lenders, and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders where required by the terms of this Agreement.

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Section 9.5 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or made by the proper Person. The Administrative Agent may also rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of such counsel, accountants or experts.

Section 9.6 The Administrative Agent in its Individual Capacity . The bank serving as the Administrative Agent shall have the same rights and powers under this Agreement and any other Loan Document in its capacity as a Lender as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent; and the terms “Lenders”, “Required Lenders”, “Required Revolving Lenders”, or any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity. The bank acting as the Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if it were not the Administrative Agent hereunder.

Section 9.7 Successor Administrative Agent .

(a) The Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States or any state thereof or a bank which maintains an office in the United States.

(b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If, within forty-five (45) days after written notice is given of the retiring Administrative Agent’s resignation under this Section 9.7 , no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45 th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

(c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(b) , then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

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Section 9.8 Withholding Tax . To the extent required by any applicable Law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.

Section 9.9 Administrative Agent May File Proofs of Claim .

(a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or any Revolving Credit Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans or Revolving Credit Exposure and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Bank and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Bank and the Administrative Agent and its agents and counsel and all other amounts due the Lenders, the Issuing Bank and the Administrative Agent under Section 10.3 ) allowed in such judicial proceeding; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same.

(b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Bank, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 11.3 .

(c) Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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Section 9.10 Authorization to Execute Other Loan Documents . Each Lender hereby authorizes the Administrative Agent to execute on behalf of all Lenders all Loan Documents (including, without limitation, the Collateral Documents and any subordination agreements) other than this Agreement.

Section 9.11 Collateral and Guaranty Matters . The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion:

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the termination of all Revolving Commitments, the Cash Collateralization of all reimbursement obligations with respect to Letters of Credit in an amount equal to one hundred three percent (103.0%) of the aggregate LC Exposure of all Lenders, and the payment in full of all Obligations (other than contingent indemnification obligations and such Cash Collateralized reimbursement obligations), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or (iii) if approved, authorized or ratified in writing in accordance with Section 11.2 ; and

(b) to release any Loan Party from its obligations under the applicable Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Loan Party from its obligations under the applicable Collateral Documents pursuant to this Section 9.11 . In each case as specified in this Section 9.11 , the Administrative Agent is authorized, at the Borrower’s expense, to execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Documents, or to release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.11 .

Section 9.12 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, documentation agents or syndication agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any other Loan Document, except in its capacity, as applicable, as the Administrative Agent, a Lender or Issuing Bank hereunder.

Section 9.13 Right to Realize on Collateral and Enforce Guarantee . Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that (a) no Lender shall have any right individually to realize upon any of the Collateral or enforce the Collateral Documents, it being understood and agreed that all powers, rights and remedies hereunder and under the Collateral Documents may be exercised solely by the Administrative Agent, and (b) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other disposition.

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Section 9.14 Hedging Obligations and Bank Product Obligations . No Bank Product Provider or Lender-Related Hedge Provider that obtains the benefits of Section 8.2 , the Collateral Documents or any Collateral by virtue of the provisions hereof or of any other Loan Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Bank Product Obligations and Hedging Obligations unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Bank Product Provider or Lender-Related Hedge Provider, as the case may be.

ARTICLE X

THE GUARANTY

Section 10.1 The Guaranty . Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, each Affiliate of a Lender that enters into Bank Products or a Hedging Transaction with the Borrower or any Subsidiary, and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations, the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.

Section 10.2 Obligations Unconditional . The obligations of the Guarantors under Section 10.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:

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(a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

(b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other document relating to the Obligations shall be done or omitted;

(c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;

(d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or

(e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Section 10.3 Reinstatement . The obligations of each Guarantor under this Article X shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other holder of the Obligations on demand for all reasonable costs and expenses (including the fees, charges and disbursements of counsel) incurred by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.

Section 10.4 Certain Additional Waivers . Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 10.2 and through the exercise of rights of contribution pursuant to Section 10.6 .

Section 10.5 Remedies . The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 8.1 (and shall be deemed to have become automatically due and payable in the circumstances specified in Section 8.1 ) for purposes of Section 10.1 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 10.1 . The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance with the terms thereof.

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Section 10.6 Rights of Contribution . The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until the Obligations have been paid in full and the Commitments have terminated.

Section 10.7 Guarantee of Payment; Continuing Guarantee . The guarantee in this Article X is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations whenever arising.

Section 10.8 Keepwell . Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Loan Party to honor all of such Specified Loan Party’s obligations under this Agreement and the other Loan Documents in respect of Swap Obligations ( provided , however , that each Qualified ECP Guarantor shall only be liable under this Section 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.8 or otherwise under this Agreement voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10.8 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.8 constitute, and this Section 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Notices .

(a) Written Notices . Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

To any Loan Party:		BioTelemetry, Inc.
		100 Cedar Hollow Road, Suite 10
		Malvern, PA 19355
		Attention: Heather C. Getz, Executive Vice President
		Facsimile: (866) 924-2463
		Email: heather.getz@biotelinc.com
		Website: https://www.gobio.com/

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To the Administrative Agent:		SunTrust Bank
		Agency Services
		303 Peachtree Street, N.E., 25 th Floor
		Atlanta, Georgia 30308
		Attention: Mr. Doug Weltz
		Facsimile: (404) 495-2170
		Email: agency.services@suntrust.com

With copies (for information purposes only) to:		SunTrust Bank 3333 Peachtree Road NE, 7th Floor
		Atlanta, Georgia 30326
		Attention: BioTelemetry Account Manager
		Facsimile: (404) 926-5173

To the Issuing Bank:		SunTrust Bank
		245 Peachtree Center Avenue, 17 th Floor
		Atlanta, Georgia 30303
		Attention: Standby Letter of Credit Dept.
		Facsimile: (404) 588-8129

To the Swingline Lender:		SunTrust Bank
		Agency Services
		303 Peachtree Street, N.E./25 th Floor
		Atlanta, Georgia 30308
		Attention: Mr. Doug Weltz
		Facsimile: (404) 495-2170

To any other Lender:		To the address or facsimile number, set forth in the Administrative Questionnaire or the Assignment and Acceptance executed by such Lender.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All such notices and other communications shall be effective upon actual receipt by the relevant Person or, if delivered by overnight courier service, upon the first Business Day after the date deposited with such courier service for overnight (next-day) delivery or, if sent by telecopy, upon transmittal in legible form by facsimile machine or, if mailed, upon the third Business Day after the date deposited into the mail or, if delivered by hand, upon delivery; provided that notices delivered to the Administrative Agent, the Issuing Bank or the Swingline Lender shall not be effective until actually received by such Person at its address specified in this Section 11.1 .

(i) Any agreement of the Administrative Agent, the Issuing Bank and the Lenders herein to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the Borrower. The Administrative Agent, the Issuing Bank and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such notice and the Administrative Agent, the Issuing Bank and the Lenders shall not have any liability to the Borrower or any other Person on account of any action taken or not taken by the Administrative Agent, the Issuing Bank and the Lenders in reliance upon such telephonic or facsimile notice. The obligation of the Borrower to repay the Loans and all other Obligations hereunder shall not be affected in any way or to any extent by any failure of the

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Administrative Agent, the Issuing Bank and the Lenders to receive written confirmation of any telephonic or facsimile notice or the receipt by the Administrative Agent, the Issuing Bank and the Lenders of a confirmation which is at variance with the terms understood by the Administrative Agent, the Issuing Bank and the Lenders to be contained in any such telephonic or facsimile notice.

(b) Electronic Communications .

(i) Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II unless such Lender, the Issuing Bank, as applicable, and Administrative Agent have agreed to receive notices under such Article II by electronic communication and have agreed to the procedures governing such communications. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(ii) Unless Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (B) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (A) of notification that such notice or communication is available and identifying the website address therefor.

(iii) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Bank and the other Lenders by posting the Communications on the Platform.

(iv) The Platform used by the Administrative Agent is provided “as is” and “as available”. The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications pursuant to this Section 11.1 , including through the Platform.

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Section 11.2 Waiver; Amendments .

(a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing between any Loan Party and the Administrative Agent or any Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by Law. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 11.2(b) , and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.

(b) No amendment or waiver of any provision of this Agreement or the other Loan Documents (other than the Fee Letter), nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders or the Borrower and the Administrative Agent with the consent of the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , that:

(i) no amendment or waiver shall:

(A) increase the Commitment of any Lender without the written consent of such Lender;

(B) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby; provided that (1) the waiver of (or amendment to the terms of) any (x) mandatory prepayment of the Loans (but, for purposes of clarity, not the manner of application of any mandatory prepayment), (y) Default or Event of Default or (z) payment of Default Interest shall not constitute a reduction of the payment of principal or interest and (2) any change to the definition of “Consolidated Total Net Leverage Ratio” or any other ratio used as a basis to calculate the amount of any principal or interest payment or in the component definitions thereof shall not constitute a reduction in any amount of interest or fee;

(C) postpone the date fixed for any payment (excluding any mandatory prepayment) of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the

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termination or reduction of any Commitment, without the written consent of each Lender affected thereby; provided that no amendment, modification or waiver of, or consent to departure from, any condition precedent contained in Article III , Default, Event of Default, waiver of the obligation to pay Default Interest, mandatory prepayment or mandatory reduction of the Commitments shall constitute a postponement of any date scheduled for the payment of principal or interest or an extension of the final maturity of any Loan or the scheduled termination date of any Commitment;

(D) change Section 2.21(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby or change the provisions of Section 8.2 , without the written consent of each Lender;

(E) change any of the provisions of this Section 11.2 or the definition of “ Required Lenders ” or “ Required Revolving Lenders ” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender;

(F) release the Borrower without the consent of each Lender, or, release all or substantially all of the Guarantors or limit the liability of all or substantially all of the Guarantors under any Guaranty, without the written consent of each Lender (except as expressly provided herein or in the applicable Loan Document); or

(G) release all or substantially all of the Collateral (if any) securing any of the Obligations, without the written consent of each Lender;

(ii) prior to the Revolving Commitments Termination Date, unless also signed by Required Revolving Lenders, no such amendment or waiver shall (i) waive any Default for purposes of Sections 3.2 or 3.3 , (ii) amend, change, waive, discharge or terminate Sections 3.3 or 8.1 in a manner adverse to such Lenders or (iii) amend, change, waive, discharge or terminate this Section 11.2(b)(ii) ;

provided , further , that no such agreement shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent, the Swingline Lender or the Issuing Bank without the prior written consent of such Person. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended, and amounts payable to such Lender hereunder may not be permanently reduced without the consent of such Lender (other than reductions in fees and interest in which such reduction does not disproportionately affect such Lender); (ii) this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated (but such Lender shall continue to be entitled to the benefits of Sections 2.18 , 2.19 , 2.20 and 11.3 ), such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement; (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein; and (iv) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

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Section 11.3 Expenses; Indemnification .

(a) The Loan Parties shall, on a joint and several basis, pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of one (1) counsel for the Administrative Agent, the Lead Arrangers and their respective Affiliates and, to the extent reasonably necessary, special and one (1) local counsel in each jurisdiction for the Administrative Agent, the Lead Arrangers and their respective Affiliates (and in the event of any actual or potential conflict of interest, one (1) additional counsel for the Administrative Agent, the Lead Arranger or Affiliate subject to such conflict), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of one (1) counsel for the Administrative Agent and the Lead Arrangers and, to the extent reasonably necessary, special and one (1) local counsel in each jurisdiction for the Administrative Agent, the Lead Arrangers and their respective Affiliates (and in the event of any actual or potential conflict of interest, one (1) additional counsel for the Administrative Agent, the Lead Arranger or Affiliate subject to such conflict), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of one (1) counsel for the Administrative Agent, the Lead Arrangers, the Issuing Bank and the Lenders and, to the extent reasonably necessary, special and one (1) local counsel in each jurisdiction for the Administrative Agent, the Lead Arrangers, the Issuing Bank and the Lenders (and in the event of any actual or potential conflict of interest, one (1) additional counsel for the Administrative Agent, the Lead Arranger, the Issuing Bank, the Lender and Affiliate subject to such conflict)) incurred by the Administrative Agent, the Lead Arrangers, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.3 , or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) The Loan Parties shall, on a joint and several basis, indemnify the Administrative Agent (and any sub-agent thereof), the Lead Arrangers, each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including the fees, charges and disbursements of one (1) counsel for all Indemnitees and, to the extent reasonably necessary, special and one (1) local counsel in each jurisdiction for the Indemnitees (and in the event of any actual or potential conflict of interest, one (1) additional counsel for the Indemnitees subject to such conflict)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party or any of their respective Subsidiaries arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the

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proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any actual or alleged Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party or any of their respective Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, penalties or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee (including any Related Party of such Indemnitee). This Section 11.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c) To the extent that any Loan Party fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under Sections 11.3(a) or (b) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided , that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable Law, no Loan Party or any Subsidiary of a Loan Party shall assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof.

(e) All amounts due under this Section 11.3 shall be payable within ten (10) days of receipt of a written demand therefor.

Section 11.4 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.4(b) , (ii) by way of participation in accordance with the provisions of Section 11.4(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.4(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.4(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments, Loans, and other Revolving Credit Exposure at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments, Loans and other Revolving Credit Exposure at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in Section 11.4(b)(i)(A) , the aggregate amount of the Commitment (which for this purpose includes Loans and Revolving Credit Exposure outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans and Revolving Credit Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of the Trade Date) shall not be less than $3,000,000 with respect to Term Loans and $5,000,000 with respect to Revolving Loans and in minimum increments of $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or the Commitments assigned.

(iii) Required Consents . No consent shall be required for any assignment except to the extent required by Section 11.4(b)(i)(B) and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for (x) assignments to a Person that is not a Lender with a Commitment or an Affiliate of a Lender or an Approved Fund and (y) assignments by Defaulting Lenders; and

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(C) the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), and the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Commitments.

(iv) Assignment and Acceptance . The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a processing and recordation fee of $3,500, (C) an Administrative Questionnaire unless the assignee is already a Lender and (D) the documents required under Section 2.20 if such assignee is a Foreign Lender.

(v) No Assignment to Certain Persons . No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) . For the avoidance of doubt, any Disqualified Institution is subject to Section 11.4(g) .

(vi) No Assignment to Natural Persons . No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.4(c) , from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.18 , 2.19 , 2.20 and 11.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.4(d) . If the consent of the Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given its consent five (5) Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower, unless such consent is expressly refused by the Borrower prior to such fifth Business Day.

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and Revolving Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

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(d) Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Bank sell participations to any Person (other than a natural person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries, a Disqualified Institution or a Defaulting Lender) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders, the Issuing Bank and the Swingline Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(e) Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following to the extent affecting such Participant: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change Sections 2.21(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section 11.4 or the definition of “Required Lenders” and “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender, (vi) release any Guarantor or limit the liability of any such Guarantor under any Guaranty without the written consent of each Lender except to the extent such release is expressly provided under the terms of this Agreement or (vii) release all or substantially all collateral (if any) securing any of the Obligations. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.18 , 2.19 , and 2.20 (subject to the requirements and limitations therein, including the requirements under Section 2.20(g) (it being understood that the documentation required under Section 2.20(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.4(b) ; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.24 and 2.25 as if it were an assignee under Section 11.4(b) and (B) shall not be entitled to receive any greater payment under Sections 2.18 or 2.20 , with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provision of Section 2.25 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.7 as though it were a Lender; provided such Participant agrees to be subject to Section 2.21 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or

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its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Disqualified Institutions .

(i) No assignment shall be made to any Person that was a Disqualified Institution as of the date (the “ Trade Date ”) on which the applicable Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment as otherwise contemplated by this Section 11.4 , in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), such assignee shall not retroactively be considered a Disqualified Institution. Any assignment in violation of this Section 11.4(g)(i) shall not be void, but the other provisions of this Section 11.4(g) shall apply.

(ii) If any assignment is made to any Disqualified Institution without the Borrower’s prior consent in violation of Section 11.4(g)(i) above, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate any Revolving Commitment of such Disqualified Institution and repay all obligations of the Borrower owing to such Disqualified Institution in connection with such Revolving Commitment, (B) in the case of outstanding Term Loans held by Disqualified Institutions, prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and under the other Loan Documents and/or (C) require such Disqualified Institution to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 11.4 ), all of its interest, rights and obligations under this Agreement and related Loan Documents to an assignee that meets the requirements of Section 11.4(b) that shall assume such obligations at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and other the other Loan Documents; provided that (i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.4(b) , (ii) such assignment does not conflict with applicable Laws and (iii) in the case of Section 11.4(g)(ii)(B) , the Borrower shall not use the proceeds from any Loans to prepay Term Loans held by Disqualified Institutions.

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(iii) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“ Plan of Reorganization ”), each Disqualified Institution party hereto hereby agrees (1) not to vote on such Plan of Reorganization, (2) if such Disqualified Institution does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination by any bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

(iv) The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the list of Disqualified Institutions provided by the Borrower and any updates thereto from time to time (collectively, the “ DQ List ”) on the Platform, including that portion of the Platform that is designated for “public side” Lenders or (B) provide the DQ List to each Lender requesting the same.

Section 11.5 Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be construed in accordance with and be governed by the Law (without giving effect to the conflict of law principles thereof) of the State of New York.

(b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court of the Southern District of New York, and of the Supreme Court of the State of New York sitting in New York county and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such District Court or New York state court or, to the

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extent permitted by applicable Law, such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) Each Loan Party irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in Section 11.5(b) and brought in any court referred to in Section 11.5(b) . Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 11.1 . Nothing in this Agreement or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Law.

Section 11.6 WAIVER OF JURY TRIAL . EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.6 .

Section 11.7 Right of Setoff . In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided , that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or Issuing Bank. Notwithstanding the provisions of this Section 11.7 , if at any time any Lender, the Issuing Bank or any of their respective Affiliates maintains one or more deposit accounts for the Borrower or any other Loan Party into which Medicare and/or Medicaid Receivables are deposited, such Person shall waive the right of setoff set forth herein.

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Section 11.8 Counterparts; Integration . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the Fee Letter, the other Loan Documents, and any separate letter agreement(s) relating to any fees payable to the Administrative Agent and its Affiliates constitute the entire agreement among the parties hereto and thereto and their Affiliates regarding the subject matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters; provided that notwithstanding the other provisions of this Section 11.8 , in the event that the Term Loans are not funded prior to the expiration of the Term Loan Availability Period, the obligations of the Lead Arrangers, SunTrust Bank and KeyBank National Association under the Commitment Letter shall survive until the expiration of the Certain Funds Period (as defined in the Commitment Letter). Delivery of an executed counterpart of a signature page of this Agreement and any other Loan Document by facsimile transmission or by any other electronic imaging means (including .pdf), shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document.

Section 11.9 Survival . All covenants, agreements, representations and warranties made by any Loan Party herein, in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.18 , 2.19 , 2.20 , and 11.3 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. All representations and warranties made herein, in the Loan Documents, in the certificates, reports, notices, and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and the making of the Loans and the issuance of the Letters of Credit.

Section 11.10 Severability . Any provision of this Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 11.11 Confidentiality . Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to take normal and reasonable precautions to maintain the confidentiality of any information relating to the Borrower or any of its Subsidiaries or any of their respective businesses, to the extent designated in writing as confidential and provided to it by the Borrower or any Subsidiary, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries, except that such information may be disclosed (a) to any Related Party of the Administrative Agent, the Issuing Bank or any such Lender including without limitation accountants, legal counsel and other advisors, (b) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (c) to the extent requested by any regulatory agency or authority purporting to have jurisdiction over it (including

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any self-regulatory authority such as the National Association of Insurance Commissioners), (d) to the extent that such information becomes publicly available other than as a result of a breach of this Section 11.11 , or which becomes available to the Administrative Agent, the Issuing Bank, any Lender or any Related Party of any of the foregoing on a non-confidential basis from a source other than the Borrower, (e) in connection with the exercise of any remedy hereunder or under any other Loan Documents or any suit, action or proceeding relating to this Agreement or any other Loan Documents or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.11 , to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (B) any actual or prospective party (or its Related Parties) to any swap or derivative or similar transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) to any rating agency, (h) to the CUSIP Service Bureau or any similar organization or (i) with the consent of the Borrower. Any Person required to maintain the confidentiality of any information as provided for in this Section 11.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord its own confidential information.

Section 11.12 Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which may be treated as interest on such Loan under applicable Law (collectively, the “ Charges ”), shall exceed the maximum lawful rate of interest (the “ Maximum Rate” ) which may be contracted for, charged, taken, received or reserved by a Lender holding such Loan in accordance with applicable Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 11.12 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment (to the extent permitted by applicable Law), shall have been received by such Lender.

Section 11.13 Waiver of Effect of Corporate Seal . Each Loan Party represents and warrants to the Administrative Agent and the Lenders that neither it nor any other Loan Party is required to affix its corporate seal to this Agreement or any other Loan Document pursuant to any Law, agrees that this Agreement is delivered by Borrower under seal and waives any shortening of the statute of limitations that may result from not affixing the corporate seal to this Agreement or such other Loan Documents.

Section 11.14 Patriot Act . The Administrative Agent and each Lender hereby notifies the Loan Parties that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act.

Section 11.15 No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower and each other Loan Party acknowledges and agrees and acknowledges its Affiliates’ understanding that: (a) (i) the services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and/or the Lenders are arm’s-length commercial transactions between Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers and the Lenders, on the other hand, (ii) each of Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate and (iii) Borrower and each other Loan Party

125

is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Administrative Agent, the Lead Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for Borrower, any other Loan Party, or any of their respective Affiliates, or any other Person and (ii) none of the Administrative Agent, the Lead Arrangers and any Lender has any obligation to Borrower, any other Loan Party or any of their Affiliates with respect to the transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower, the other Loan Parties and their respective Affiliates, and each of the Administrative Agent, the Lead Arrangers and the Lenders has no obligation to disclose any of such interests to Borrower, any other Loan Party of any of their respective Affiliates. To the fullest extent permitted by Law, each of Borrower and the other Loan Parties hereby waive and release, any claims that it may have against the Administrative Agent, the Lead Arrangers and each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 11.16 Electronic Execution of Assignments and Certain Other Documents . The words “execution”, “signed”, “signature”, and words of like import in any Assignment and Acceptance or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 11.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

Section 11.18 Subordination .

Each Loan Party (a “ Subordinating Loan Party ”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the holders of the Obligations or resulting from such Subordinating Loan Party’s performance under this Agreement, to the indefeasible payment in full in cash of all Obligations. If the holders of the Obligations so request, any such obligation or indebtedness of any such other Loan

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Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the holders of the Obligations and the proceeds thereof shall be paid over to the holders of the Obligations on account of the Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to intercompany Indebtedness; provided , that in the event that any Loan Party receives any payment of any intercompany Indebtedness at a time when such payment is prohibited by this Section 11.18 , such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent.

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

BORROWER:	BIOTELEMETRY, INC.,
	a Delaware corporation


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Executive Vice President and Chief Financial Officer


GUARANTORS:	CARDIAC MONITORING HOLDING COMPANY, LLC,
	a Delaware limited liability company


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer


	CARDIONET, LLC,
	a Delaware limited liability company


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer


	BRAEMAR MANUFACTURING, LLC,
	a Delaware limited liability company


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer


	CARDIOCORE LAB, LLC,
	a Delaware limited liability company


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer

BIOTELEMETRY, INC.

CREDIT AGREEMENT

	ECG SCANNING & MEDICAL SERVICES LLC,
	a Delaware limited liability company


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer


	HEARTCARE CORPORATION OF AMERICA, INC.,
	a New Jersey corporation


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer


	MEDNET HEALTHCARE TECHNOLOGIES, INC.,
	a New Jersey corporation


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer


	UNIVERSAL MEDICAL, INC.,
	a New Jersey corporation


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer


	UNIVERSAL MEDICAL LABORATORY, INC.,
	a New Jersey corporation


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer

BIOTELEMETRY, INC.

CREDIT AGREEMENT

	LTHSE, LLC,
	a Delaware limited liability company


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer


	VIRTUALSCOPICS, LLC,
	a Delaware limited liability company


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer


	BIOTELEMETRY CARE MANAGEMENT, LLC,
	a Delaware limited liability company


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer


	TELCARE, LLC,
	a Delaware limited liability company


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer


	TELCARE MEDICAL SUPPLY, LLC,
	a Delaware limited liability company


	By:	/s/ Heather C. Getz
	Name:	Heather C. Getz
	Title:	Treasurer

BIOTELEMETRY, INC.

CREDIT AGREEMENT

ADMINISTRATIVE AGENT:	SUNTRUST BANK,
	as Administrative Agent, as Issuing Bank, as Swingline Lender and as a Lender


	By:	/s/ Ben Cumming
	Name:	Ben Cumming
	Title:	Managing Director

BIOTELEMETRY, INC.

CREDIT AGREEMENT

LENDERS:	KEYBANK NATIONAL ASSOCIATION


	By:	/s/ Douglas Gardner
	Name:	Douglas Gardner
	Title:	Vice President

BIOTELEMETRY, INC.

CREDIT AGREEMENT

LENDERS:	WELLS FARGO BANK, NATIONAL ASSOCIATION


	By:	/s/ Shailesh H. Patel
	Name:	Shailesh H. Patel
	Title:	Managing Director

BIOTELEMETRY, INC.

CREDIT AGREEMENT

LENDERS:	PNC BANK, NATIONAL ASSOCIATION


	By:	/s/ Daniel V. Borelli
	Name:	Daniel V. Borelli
	Title:	Senior Vice President

BIOTELEMETRY, INC.

CREDIT AGREEMENT

LENDERS:	SILICON VALLEY BANK


	By:	/s/ L. James Caccavaro
	Name:	L. James Caccavaro
	Title:	Vice President

BIOTELEMETRY, INC.

CREDIT AGREEMENT

LENDERS:	TD Bank USA, N.A.


	By:	/s/ Gary Ziverano
	Name:	Gary Ziverano
	Title:	Vice President on behalf of Robert Mindick, SVP

BIOTELEMETRY, INC.

CREDIT AGREEMENT

Exhibit 31.1

CERTIFICATION

I, Joseph H. Capper, certify that:

1. I have reviewed this quarterly report on Form 10-Q of BioTelemetry, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2017


/s/ Joseph H. Capper
Joseph H. Capper
President and Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Heather C. Getz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of BioTelemetry, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2017


/s/ Heather C. Getz
Heather C. Getz, CPA
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

Exhibit 32

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350, as adopted), Joseph H. Capper, the President and Chief Executive Officer of BioTelemetry, Inc. (the “Company”), and Heather C. Getz, the Chief Financial Officer of the Company, each hereby certifies that, to the best of his or her knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, to which this Certification is attached as Exhibit 32 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2017


/s/ Joseph H. Capper		/s/ Heather C. Getz
Joseph H. Capper		Heather C. Getz, CPA
President and Chief Executive Officer		Executive Vice President and Chief Financial Officer

This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.