Organogenesis Holdings Inc. Sample Contracts

FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • September 2nd, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2016 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 14th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 10, 2016, is made and entered into by and among Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Avista Acquisition Corp., a Cayman Islands exempted company (the “Sponsor”, together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

30,000,000 Units Avista Healthcare Public Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • September 30th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
Avista Healthcare Public Acquisition Corp. c/o Avista Capital Holdings, LP 65 East 55th Street 18th Floor New York, NY 10022
Securities Subscription Agreement • September 2nd, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York

Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Avista Acquisition Corp., a Cayman Islands exempted company, (the “Subscriber” or “you”) has made to purchase 8,625,000 of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A shares on a one-for-one basis, subject t

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [·], 2018 between Organogenesis Holdings Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).

WARRANT AGREEMENT AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 10, 2016
Warrant Agreement • October 14th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 10, 2016, is by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

FORM OF INDEMNITY AGREEMENT
Indemnification & Liability • February 5th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2016 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:

FORM OF SPONSOR WARRANTS PURCHASE AGREEMENT
Sponsor Warrants Purchase Agreement • February 5th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York

THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 2016 (as it may from time to time be amended, this “Agreement”), is entered into by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Avista Acquisition Corp., a Cayman Islands exempted company (the “Purchaser”).

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • November 13th, 2024 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Delaware

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 12, 2024, by and between Organogenesis Holdings Inc., a Delaware corporation (the “Company”), and [_______________] (the “Selling Stockholder”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 14th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Avista Healthcare Public Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2016 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of August 6, 2021, among ORGANOGENESIS HOLDINGS INC., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, SILICON VALLEY BANK, as Administrative Agent, Joint Lead Arranger,...
Credit Agreement • August 9th, 2021 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of August 6, 2021, is entered into by and among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacity, the “Administrative Agent”).

MASTER LEASE AGREEMENT (the “Master Lease”)
Master Lease Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations

NOW, THEREFORE, in consideration of the mutual covenants hereinafter expressed and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

FORM OF WARRANT AGREEMENT AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of , 2018
Warrant Agreement • August 29th, 2018 • Avista Healthcare Public Acquisition Corp. • Services-commercial physical & biological research • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2018, is by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

Avista Healthcare Public Acquisition Corp. 18th Floor New York, NY 10022
Underwriting Agreement • October 14th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $5.75 (or $11.50 per whole share), subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration st

25,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of March 21, 2017, among
Credit Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of March 21, 2017, is entered into by and among ORGANOGENESIS INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).

9,000,000 Shares Organogenesis Holdings Inc. Class A Common Stock, $0.0001 par value UNDERWRITING AGREEMENT
Underwriting Agreement • November 22nd, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE — NET
Standard Industrial/Commercial Multi-Tenant Lease • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • California
LEASE between BOBSON NORWOOD COMMERCIAL, LLC, as Landlord and ORGANOGENESIS INC., as Tenant Norwood, Massachusetts March 13, 2019
Lease • March 19th, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Massachusetts

This Lease is effective as of March 13, 2019 (the “Effective Date”) by and between BOBSON NORWOOD COMMERCIAL, LLC, a Massachusetts limited liability company, with its principal place of business at c/o The Davis Companies, 125 High Street, 21st Floor, Boston, Massachusetts 02110 (“Landlord”), and ORGANOGENESIS INC., a Delaware corporation, with its principal place of business at 85 Dan Road, Canton, Massachusetts 02021 (“Tenant”).

Avista Healthcare Public Acquisition Corp. 65 East 55th Street 18th Floor New York, NY 10022
Administrative Services Agreement • October 14th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York

This letter agreement by and between Avista Healthcare Public Acquisition Corp. (the “Company”) and Avista Capital Holdings, L.P. (“Avista”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Avista, an affiliate of our sponsor, Avista Acquisition Corp., shall make available to the Company, at 65 East 55th Street, 18th Floor, New York, NY 10022 (or any successor location of Avista), certain administrative and support services as may be reasonably required b

LEASE
Lease Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations

THIS LEASE, dated as of January 1, 2013 between 65 Dan Road SPE, LLC, a Delaware limited liability company having an address at 1000 Huyler Street, Teterboro, NJ 07608, hereinafter referred to as the Landlord, and Organogenesis, Inc., a Delaware corporation having an address at 150 Dan Road, Canton, MA 02021, hereinafter referred to as the Tenant,

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 1st, 2023 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of August 6, 2021, is entered into by and among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacity, the “Administrative Agent”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG AVISTA HEALTHCARE PUBLIC ACQUISITION CORP., AVISTA HEALTHCARE MERGER SUB, INC., and ORGANOGENESIS INC. DATED AS OF AUGUST 17, 2018
Merger Agreement • August 17th, 2018 • Avista Healthcare Public Acquisition Corp. • Services-commercial physical & biological research • Delaware

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of August 17, 2018, by and among Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (“Parent”), Avista Healthcare Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and Organogenesis Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the definition of each such term is located.

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • October 14th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 10, 2016 (as it may from time to time be amended, this “Agreement”), is entered into by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), Avista Acquisition Corp., a Cayman Islands exempted company (the “Sponsor”) and the other parties listed on the signature pages hereto (collectively with the Sponsor, the “Purchasers” and each, a “Purchaser”).

CHANGE IN CONTROL RETENTION AGREEMENT
Change in Control Retention Agreement • May 11th, 2021 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Massachusetts

This Change in Control Retention Agreement (this “Agreement”) is entered into as of May 10, 2021, by and between Organogenesis Holdings Inc., a Delaware corporation with its principal offices located at 85 Dan Road, Canton, Massachusetts 02021 (together with its successors and assigns, the “Company”), and Gary S. Gillheeney, Sr. (the “Executive”).

AMENDED AND RESTATED SUBORDINATION AGREEMENT
Subordination Agreement • August 8th, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York

This Amended and Restated Subordination Agreement (the “Agreement”) is made as of August 6, 2019, by and between each of the creditors listed on and who or which have executed the signature pages hereto as “Creditors” (each, a “Creditor” and collectively, the “Creditors”), and SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”), for itself as administrative Agent (the “Administrative Agent”) and on behalf of the Lenders, as such term is defined in the Credit Agreement, defined below. This Agreement amends and restates in its entirety that certain Subordination Agreement, dated as of March 14, 2019, by and between the Creditors and the Administrative Agent.

LEASE
Lease • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations

THIS LEASE, dated as of January 1, 2013 between 275 Dan Road SPE, LLC, a Delaware limited liability company having an address at 1000 Huyler Street, Teterboro, NJ 07608, hereinafter referred to as the Landlord, and Organogenesis, Inc., a Delaware corporation having an address at 150 Dan Road, Canton, MA 02021, hereinafter referred to as the Tenant,

AGREEMENT AND PLAN OF MERGER BY AND AMONG ORGANOGENESIS INC. PRIME MERGER SUB, LLC, NUTECH MEDICAL, INC., HOWARD P. WALTHALL, JR., GREGORY J. YAGER, KENNETH L. HORTON AND KENNETH L. HORTON, AS REPRESENTATIVE MARCH 18, 2017
Merger Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 18, 2017, by and among Organogenesis Inc., a Delaware corporation (“Buyer”), Prime Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Buyer (“Merger Sub”), Nutech Medical, Inc., an Alabama corporation (the “Company”), Howard P. Walthall, Jr., Gregory J. Yager, Kenneth L. Horton, the sole shareholder of the Company (the “Shareholder”), and Kenneth L. Horton, as the Representative. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 14.1 of this Agreement. Buyer, Merger Sub, the Company, the Shareholder, the Company Payees (as defined below) and the Representative are referred to herein collectively as the “Parties” and, individually, as a “Party.”

July 12, 2019 Organogenesis Holdings Inc. Canton, Massachusetts 02021 Attn: Gary S. Gillheeney, Sr., President and Chief Executive Officer Re: Warrant Exchange Agreement Ladies and Gentlemen:
Warrant Exchange Agreement • July 16th, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York

This letter agreement (the “Agreement”) confirms the agreement of Organogenesis Holdings Inc., a Delaware corporation (the “Company”), and the holders of an aggregate of 4,100,000 warrants (the “Warrants”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), at an exercise price of $5.75 per half Share and as listed on Schedule I attached hereto (the “Warrantholders”), pursuant to which each Warrantholder has agreed to exchange each Warrant owned by such Warrantholder at an exchange ratio (the “Exchange Ratio”) equal to the exchange ratio of the Company’s planned exchange offer (the “Exchange Offer”) to all holders of the Company’s issued and outstanding warrants that were issued in connection with the Company’s initial public offering pursuant to a prospectus dated October 10, 2016, exercisable for Shares at an exercise price of $5.75 per half Share (the “Public Warrants”) in effect at the expiration of such Exchange Offer, on the terms

November 12, 2020 Organogenesis Holdings Inc.
Fee Letter Agreement • November 18th, 2020 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Delaware
Avista Healthcare Public Acquisition Corp. 18th Floor New York, NY 10022
Underwriting Agreement • September 2nd, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $5.75 (or $11.50 per whole share), subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration st

Avista Healthcare Public Acquisition Corp. has requested that portions of this document be accorded confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. SETTLEMENT AND LICENSE AGREEMENT Confidential materials omitted...
Settlement and License Agreement • October 9th, 2018 • Avista Healthcare Public Acquisition Corp. • Pharmaceutical preparations • Delaware

This Settlement and License Agreement (“Agreement”) is effective as of the date it is last signed (“Effective Date”), including the releases attached to it as Exhibit B and Exhibit C, by each of the following (each a “Party” and collectively, the “Parties”):

AMENDMENT NO. 1 TO WARRANT AGREEMENT
Warrant Agreement • August 19th, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York

This Amendment (this “Amendment”) is made as of August 19, 2019 by and between Organogenesis Holdings Inc., a Delaware corporation f/k/a Avista Healthcare Public Acquisition Corp. (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of October 10, 2016 (the “Existing Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.

STOCKHOLDERS’ AGREEMENT AMONG ORGANOGENESIS HOLDINGS INC., CERTAIN ORGANOGENESIS EXISTING STOCKHOLDERS, AND AVISTA CAPITAL PARTNERS IV, L.P. December 10, 2018
Stockholders' Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • Delaware

This Stockholders’ Agreement (this “Agreement”) is entered into as of December 10, 2018, by and among Organogenesis Holdings Inc., a Delaware corporation (the “Company”), the Organogenesis Existing Stockholders listed on Schedule I (the “Organogenesis Existing Stockholders”), and Avista Capital Partners IV, L.P. (“Avista” and, together with the Organogenesis Existing Stockholders and any other stockholders of the Company who become party to this Agreement from time to time pursuant to the terms hereof, the “Stockholders”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 11th, 2018 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2018 is made and entered into by and among Organogenesis Holdings Inc., a Delaware corporation, formerly known as Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (“AHPAC”), Avista Acquisition Corp., a Cayman Islands exempted company (the “Sponsor”), the undersigned parties listed under Existing Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and collectively the “Existing Holders”), the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any person or entity deemed an “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively, the “Ne

EIGHTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO CONSENT AGREEMENT
Credit Agreement • January 7th, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York

This Eighth Amendment to Credit Agreement and Amendment to Consent Agreement (this “Amendment”) dated as of December 31, 2018 is entered into by and among ORGANOGENESIS INC., a Delaware corporation (“Organogenesis”), PRIME MERGER SUB, LLC, a Delaware limited liability company (“Prime”, and together with Organogenesis, each individually a “Borrower” and, collectively, the “Borrowers”), the several banks and other financial institutions or entities that are parties hereto as “Lenders” (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).

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