UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

EHEALTH, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

28238P109

(CUSIP Number)

c/o H.I.G. Capital, LLC

1450 Brickell Avenue, 31st Floor

Miami, FL 33131

Attention: Richard H. Siegel, Esq.

with a copy to:

Eric L. Issadore, Esq.

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, CA 94111

(415) 315-1231

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 1, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

The class of equity securities to which this Statement on Schedule 13D (this “Schedule 13D”) relates is the common stock, par value $0.001 per share of eHealth, Inc. The address of the principal executive offices of Issuer is 2625 Augustine Drive, Second Floor, Santa Clara, CA 95054.

This Statement on Schedule 13D is being jointly filed by the following persons (each a “Reporting Person,” and collectively, the “Reporting Persons”):

The principal business address of each of the Reporting Persons is 1450 Brickell Avenue, 31st Floor, Miami, FL 33131.

The principal business of Echelon LP is to engage in the transactions contemplated by that certain Investment Agreement, dated as of February 17, 2021, by and among the Issuer and Echelon LP (the “Investment Agreement”). The principal business of Holdco, Middle Market LBO III, Middle Market Advisors III and GPII. is investment activities. Echelon LP acts through Echelon GP, its general partner, which in turn acts through GPII, its manager. Holdco acts through its general partner, GPII. Middle Market LBO III acts through Middle Market Advisors III, its general partner, which in turn acts through GPII, its manager. Sami W. Mnaymneh (“Mr. Mnaymneh”) and Anthony A. Tamer (“Mr. Tamer”) are the sole shareholders and the only executive officers and directors of GPII. The principal occupation of each of Mr. Tamer and Mr. Mnaymneh is serving as the Co-Chief Executive Officer and Director of H.I.G. Capital, LLC.

During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The information set forth or incorporated in Item 6 is incorporated by reference in its entirety into this Item 3.

As more fully described in Item 6 hereof, pursuant to the Investment Agreement, on April 30, 2021, Echelon LP purchased 2,250,000 shares of Series A Preferred Stock from the Issuer for aggregate consideration of $225 million, net of certain expenses. Echelon LP obtained the funds for the purchase of the shares of Series A Preferred Stock and Common Stock through capital a combination of capital contributions from its partners, including certain of the other Reporting Persons and amounts borrowed under the Margin Loan Agreement (as defined and described in Item 6).

The Reporting Persons acquired the securities reported herein for investment purposes, subject to the following:

The information in Item 6 of this Schedule 13D is incorporated herein by reference.

The Reporting Persons review on a continuing basis the transactions contemplated by the Investment Agreement. Based on such review, the Reporting Persons may exercise their rights under those agreements and/or the other agreements described in Item 6 of this Statement on Schedule 13D, including to terminate, amend or modify any of the transactions contemplated thereby, and/or may acquire, or cause to be acquired, beneficial interests in securities of Issuer at any time, or formulate other purposes, plans or proposals regarding Issuer or any of its securities, to the extent deemed advisable in light of the investment policies of the Reporting Persons, Issuer’s business, financial condition and operating results, general market and industry conditions or other factors. Other than as described in this Item 4, and except as otherwise disclosed herein or in agreements described in this Statement on Schedule 13D, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 of this Statement on Schedule 13D. However, as part of the ongoing evaluation of the transactions contemplated by the Investment Agreement, the Reporting Persons may at any time review or reconsider their respective positions with respect to Issuer and formulate plans or proposals with respect to any of such matters and, from time to time, may hold discussions with or make formal proposals to management or Issuer’s board of directors, other stockholders of Issuer or other third parties regarding such matters. There can be no assurance that the possible courses of action expressed in this Item 4 will be consummated by the Reporting Persons.

The information contained in rows 7, 8, 9, 10, 11, 12 and 13 on each of the cover pages of this Statement on Schedule 13D and the footnotes thereto, and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.

(a) and (b):

As a result of the transactions described in Items 4 and 6, as of the date of this Schedule 13D, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Exchange Act, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefor beneficially own, 2,250,000 shares of Series A Preferred Stock, which are convertible into 2,827,127 shares of Common Stock, representing approximately 9.8% of the outstanding shares of Common Stock (based on 26,091,024 shares of Common Stock outstanding as of May 10, 2021, as reported in the Issuer’s definitive proxy statement on Schedule 14A, filed with the Commission on May 17, 2021, together with any shares of Common Stock issuable upon conversion of the Series A Preferred Stock held by the Reporting Persons).

Except as set forth above, no Reporting Person beneficially owns any shares of Series A Preferred Stock or Common Stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Series A Preferred Stock or Common Stock referred to herein for the purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person. Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed constitute a “group” for the purposes of Sections 13(d) of the Exchange Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) of the Exchange Act.

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transaction in Common Stock in the past 60 days.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein as beneficially owned by the Reporting Persons.

(e) Not applicable.

The information set forth in Items 4 and 5 above is incorporated by reference in its entirety into this Item 6.

Investment Agreement

On February 17, 2021, the Issuer entered into the Investment Agreement with Echelon LP, pursuant to which the Issuer has agreed to sell to Echelon LP 2,250,000 shares of the Issuer’s newly designated Series A Preferred Stock, at an aggregate purchase price of $225,000,000, at a price of $100 (the “Stated Value” per share of Series A Preferred Stock) per share.

Board Nomination Rights of the Series A Preferred Stock

Pursuant to the terms Investment Agreement, Echelon LP will be entitled to designate one individual for election to the Issuer’s board of directors (the “Board”) so long as it continues to own at least 30% of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock originally issued to it pursuant to the Investment Agreement, and the Issuer will adjust the size of its Board as needed to appoint such nominee. For so long as Echelon LP is entitled to nominate one or more individuals to the Board, if any such nominee has not been appointed to the Board for any reason, Echelon LP will be entitled to designate one observer to the Board until such nominee is elected to the Board, subject to the terms and conditions of the Investment Agreement.

In connection with the closing of the sale of the Series A Preferred Stock, Echelon LP temporarily waived its right to designate a director to the Board until such time as Echelon LP’s designation of such director would not result in Ernst & Young LLP (“EY”), the Issuer’s independent auditor as of the date of this Schedule 13D, not being independent of the Issuer under Rule 2-01(c)(3) of Regulation S-X (the “Rule”), or such time as EY is no longer the Issuer’s independent auditor.

Approval of Corporate Actions

For so long as Echelon LP continues to own at least 30% of the Series A Preferred Stock originally issued to it pursuant to the Investment Agreement, the consent of Echelon LP will be required for the Issuer or its subsidiaries to (i) incur certain indebtedness in excess of an aggregate of $175,000,000 that ranks senior to, or pari passu with, the Series A Preferred Stock, subject to certain exceptions; (ii) purchase or acquire all or substantially all of the equity interests, property, assets or business of any other entity or purchase or acquire any assets of any other entity constituting a business unit of such entity, in excess of $25,000,000, subject to certain exceptions; (iii) declare and pay cash dividends or distributions with respect to Issuer equity securities, subject to certain exceptions; (iv) create or issue any equity securities of the Issuer (or rights exercisable into equity securities of the Issuer) that rank senior to, or pari passu with, the rights or preferences of the Series A Preferred Stock; (v) permit any adverse change (including as a result of a merger, consolidation or other similar or extraordinary transaction) to the rights or preferences of the Series A Preferred Stock set forth in the Issuer’s certificate of incorporation or bylaws; (vi) sell, license or lease to any entity any of its properties, rights or assets for consideration, individually or in the aggregate, in excess of $25,000,000, subject to certain exceptions; and (vii) enter into any new, or amend, terminate or renew in any material respect, any material contract between the Issuer or one of its subsidiaries, on the one hand, and any of its affiliates (other than the Issuer’s subsidiaries) or any executive officer or director of the Issuer or any of its subsidiaries on the other hand, outside of the ordinary course of business or on terms and conditions not materially less favorable to the Issuer or its subsidiaries than could be obtained on an arm’s-length basis from unrelated third parties.

For so long as Echelon LP continues to own at least 30% of the Series A Preferred Stock originally issued to it pursuant to the Investment Agreement, the Issuer shall be required to maintain (i) an Asset Coverage Ratio (as defined below) of at least 2x (increasing to 2.5x thirty months after the date of the Investment Agreement) (the

“Minimum Asset Coverage Ratio”) and (ii) maintain a minimum average Liquidity for the last ten business days of each calendar month (the “Minimum Liquidity Amount”) of not less than the thresholds specified in clauses (B) and (C) in this paragraph. In the event that (A) the Issuer is unable to maintain the Minimum Asset Coverage Ratio as of any fiscal quarter end, (B) the Issuer’s Minimum Liquidity Amount is less than $125,000,000 for three consecutive months (provided that if the average volume-weighted average price of the Common Stock for the ten consecutive trading days up to and including the last business day of that three month period exceeds $125 per share, then such amount shall be $100,000,000), or (C) the Minimum Liquidity Amount is below $75,000,000 for any month (provided that if the average volume-weighted average price of the Common Stock for the ten consecutive trading days up to and including the last business day of that month exceeds $125 per share, then such amount shall be $65,000,000), then (1) Echelon LP shall have the right to appoint one additional director, subject to the conditions and procedures set forth in the Investment Agreement; and (2) the consent of Echelon LP will be required to approve (x) the annual budget or any material deviation therefrom, (y) the hiring or firing of the Chief Executive Officer, Chief Financial Officer, Chief Digital Officer and Chief Revenue Officer of the Issuer, and (z) certain indebtedness that ranks senior to, or pari passu with, the Series A Preferred Stock (other than drawdowns of existing revolving credit facilities); provided that, with respect to the Minimum Liquidity Amount, if the Issuer is able to satisfy the requirements set forth in (B) and (C) in this paragraph above for 12 consecutive months, Echelon LP will no longer have the approval rights and board nomination rights set forth above unless and until such time as the Issuer is again unable to satisfy the Minimum Liquidity Amount and Minimum Asset Coverage Ratio tests. “Asset Coverage Ratio” means the total amount of commissions receivable on the Issuer’s balance sheet divided by the Accrued Value (as defined below) plus any funded indebtedness. “Liquidity” means all cash, cash equivalents, short term investments and marketable securities of the Issuer on a consolidated basis, and the Issuer’s freely available to be drawn loan commitments under any applicable credit facility in effect at the time of calculation; but excluding any restricted cash.

In connection with the closing of the sale of the Series A Preferred Stock, Echelon LP temporarily waived the rights referred to in clauses (1) and (2)(x)-(y) in the immediately preceding paragraph until the exercise of such rights would not result in EY not being independent of the Issuer under the Rule or such time as EY is no longer the Issuer’s independent auditor.

The foregoing summary of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement, a copy of which is attached as an exhibit to Issuer’s Current Report on Form 8-K filed with the Commission on February 18, 2021 and which is incorporated by reference in its entirety in this Item 6.

Designation of Series A Preferred Stock

The Series A Preferred Stock has the designations, powers, preferences, rights, qualifications, limitations and restrictions set forth in the Certificate of Designations of the Series A Preferred Stock filed by the Issuer with the Secretary of State of the State of Delaware on April 30, 2021 (the “Certificate of Designations”). A summary of the rights, preferences and privileges of the Series A Preferred Stock set forth in the Certificate of Designations is provided below.

Dividend Rights

Dividends will initially accrue on the Series A Preferred Stock daily at 8% per annum on the Stated Value per share and compound semiannually, payable in kind (“PIK”) until the second anniversary of the closing date of the sale of the Series A Preferred Stock (the “Closing Date”) on June 30 and December 31 of each year (each, a “Dividend Payment Date”), beginning on June 30, 2021, and thereafter 6% payable in kind and 2% payable in cash in arrears on June 30 and December 31 of each year, beginning on June 30, 2023 (each, a “Cash Dividend Payment Date”). Dividends payable in kind will be cumulative and will be added to the Accrued Value. The Series A Preferred Stock will also participate, on an as-converted basis (without regard to conversion limitations) in all dividends paid to the holders of Common Stock. If the Issuer fails to declare and pay full cash dividend payments as required by the Certificate of Designations for two consecutive Cash Dividend Payment Dates, the cash dividend rate then in effect shall increase one time by 2%, retroactive to the first day of the semiannual period immediately preceding the first Cash Dividend Payment Date at which the Issuer failed to pay such accrued cash dividends, until such failure to pay full cash dividends is cured (at which time the dividend rate shall return to the rate prior to such increase).

Redemption Put Right

At any time on or after the sixth anniversary of the Closing Date, holders of the Series A Preferred Stock will have the right to cause the Issuer to redeem all or any portion of the Series A Preferred Stock in cash at an amount equal to the greater of (i) 135% of the Accrued Value per share as of the redemption date (the “Redemption Date”), plus accrued and unpaid PIK dividends that have not yet been added to the Accrued Value and (ii) the amount per share that would be payable on an as-converted basis on such Series A Preferred Stock at the then-current Accrued Value, plus accrued and unpaid PIK dividends that have not yet been added to the Accrued Value, and in either case of (i) or (ii) plus any unpaid cash dividends that would have otherwise been settled in cash in connection with such conversion (the greater of (i) and (ii), the “Redemption Price”). Notwithstanding the foregoing, the Issuer shall not be required to redeem any shares of Series A Preferred Stock to the extent the Issuer does not have legally available funds to effect such redemption; provided, that if the Issuer fails to redeem any shares of the Series A Preferred Stock when required for any reason, then beginning on the designated Redemption Date the cash dividend rate will increase 2% on each Dividend Payment Date until the redemption is effected in full. “Accrued Value” means the sum of the Stated Value per share plus, on each Dividend Payment Date, on a cumulative basis, all accrued PIK dividends on such share that have not previously compounded and been added to the Accrued Value.

Redemption Call Right

At any time on or after the sixth anniversary of the Closing Date, the Issuer will have the right (but not the obligation) to redeem out of legally available funds and for cash consideration all (but not less than all) of the Series A Preferred Stock upon at least 30 days prior written notice at an amount equal to the Redemption Price.

Conversion Rights

Beginning June 1, 2021, the Series A Preferred Stock is convertible into Common Stock at a conversion rate equal to (i) the Accrued Value plus accrued and unpaid PIK dividends that have not yet been added to the Accrued Value of the Series A Preferred Stock, (ii) divided by $79.5861 per share of Common Stock, subject to customary anti-dilution adjustments (the “Initial Conversion Price” and, as adjusted pursuant to the following proviso, the “Conversion Price”). Notwithstanding the foregoing, (i) in the event that the Series A Preferred Stock is converted (other than in connection with a Change of Control (as defined below) or liquidation as described below) by Echelon LP or any of its transferees (other than a transferee in connection with a bona fide margin or non-purpose loan) prior to March 20, 2024 (the “Test Date”), and the Market Value (as defined below) of the Common Stock issuable upon such conversion would be in excess of the Accrued Value immediately prior to such conversion, then the Issuer shall only be required to deliver Common Stock having a Market Value that is no greater than the Accrued Value, plus accrued and unpaid PIK dividends that have not yet been added to the Accrued Value, of the Series A Preferred Stock and a cash payment of any unpaid cash dividends, and will have no further obligation or (ii) in the event that the Series A Preferred Stock is converted by a transferee in connection with a bona fide margin or non-purpose loan prior to the Test Date and the Market Value of a share of Common Stock issuable upon such conversion would be in excess of 160% of the then-current Conversion Price, then the Issuer shall only be required to deliver Common Stock with a Market Value equal to the greater of (A) (x) the Accrued Value plus accrued and unpaid PIK dividends that have not yet been added to the Accrued Value divided (y) by $90, and (B) (x) the Accrued Value plus accrued and unpaid PIK dividends that have not yet been added to the Accrued Value divided by (y) the Permitted Loan Adjusted Conversion Price, and, in the case of either (A) or (B), a cash payment of any unpaid cash dividends, and the Issuer will have no further obligation. “Market Value” means the average of the closing price of the Common Stock for the five trading days preceding the date of conversion. “Permitted Loan Adjusted Conversion Price” shall mean an amount equal to CP1 based on the formula set forth in the immediately below paragraph for a Test Date Conversion Price Reset (as defined below); provided, however that, solely for purposes of this definition, the Test Price (as defined below) in such formula shall be replaced with an amount equal to the Market Value.

Further, on the Test Date, if the volume-weighted average price per share of Common Stock for the 20 consecutive trading day period ending on the day prior to the Test Date (the “Test Price”) is in excess of 160% of then-current Conversion Price, then on the Test Date, the Conversion Price will be adjusted pursuant to the following formula (the “Test Date Conversion Price Reset”):

CP1 = AV / ( ( AS x ( AV / CP0 ) ) / TP )

where:

For purposes of the above formula:

“Dilution Threshold Amount” means an amount equal to CP0 multiplied by 1.6; and

“Incremental Value” means an amount equal to the product of (A) the difference of (i) the Test Price minus (ii) the Dilution Threshold Amount, multiplied by (B) a fraction equal to 1/3.

Any conversion will be settled only in shares of Common Stock; provided, that, upon any conversion that would result in a holder beneficially owning greater than 19.99% of the Issuer’s voting stock outstanding as of the Closing Date or Common Stock in excess of the maximum number of shares of Common Stock that could be issued to the holder without triggering a change of control under the Nasdaq rules, the excess, if any, of the conversion consideration otherwise payable upon such conversion shall be paid in cash, based on an amount per share of Common Stock equal to the last reported price per share of the Common Stock on the trading day immediately preceding the conversion date.

Voting Rights

The Series A Preferred Stock will vote on an as-converted basis and will vote together with Common Stock as a single class on all matters submitted to a vote of the holders of the Common Stock (subject to certain voting limitations and conversion calculations set forth in the Certificate of Designations). The Series A Preferred Stock will have one vote per share on any matter on which the holders of the Series A Preferred Stock are entitled to vote separately as a class (subject to certain voting limitations).

Rights in the Event of Change of Control

In the event of (i) any person or group (other than Echelon LP and its affiliates) acquiring more than 50% of the voting power of the Issuer’s voting equity, (ii) a sale, transfer, conveyance, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Issuer or (iii) a merger, consolidation or similar transaction consummated by the Issuer in which the Common Stock is converted into equity securities in another entity, subject to certain exceptions (a “Change of Control”), the holders of the Series A Preferred Stock will have the right to cause the Issuer to repurchase, out of legally available funds and following the payment of any required amounts under any existing credit facilities, all or any portion of the Series A Preferred Stock in cash (in the case of clause (a)) or the applicable consideration (in the case of clause (b)) at an amount per share equal to, at the holder’s election, (a) the sum of the Accrued Value plus accrued and unpaid PIK dividends multiplied by 135% plus any accrued and unpaid cash dividends or (b) the amount of cash and/or other assets that would be payable to such holder in the Change of Control had such holder, immediately prior to such Change of Control, converted such

shares of Series A Preferred Stock into Common Stock, including any accrued and unpaid cash dividends that would otherwise be settled in cash pursuant to such conversion (the “Change of Control Put”). If the Issuer fails to pay the full repurchase amount due to the holder exercising the Change of Control Put pursuant to the terms and conditions of the Certificate of Designations, the then-current cash dividend rate will increase 2% on each semiannual Dividend Payment Date following the date that such repurchase amount was due, accruing daily from such date the repurchase amount was due until the date that such repurchase amount plus all accrued and unpaid PIK and cash dividends thereon are paid in full.

Upon the occurrence of a Change of Control and any holder of the Series A Preferred Stock has not elected to exercise the Change of Control Put with respect to any outstanding shares of Series A Preferred Stock, the Issuer shall have the option to purchase all, but not less than all, of the then outstanding shares of Series A Preferred Stock for which any holder of the Series A Preferred Stock has not elected to exercise the Change of Control Put, at a purchase price per share of Series A Preferred Stock, payable in cash (in the case of clause (a)) or the applicable consideration (in the case of clause (b)), equal to the greater of (a) the sum of the Accrued Value plus accrued and unpaid PIK dividends multiplied by 140% plus any accrued and unpaid cash dividends or (b) the amount of cash and/or other assets that would be payable to such holder in the Change of Control had such holder, immediately prior to such Change of Control, converted such shares of Series A Preferred Stock into Common Stock, including any accrued and unpaid cash dividends that would otherwise be settled in cash pursuant to such conversion, subject to certain additional conditions and exceptions.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, winding up or dissolution of the Issuer (other than in connection with a Change of Control as set forth above) (“Liquidation Event”), the holders of the Series A Preferred Stock will be entitled, out of legally available assets, before any distribution out of the assets of the Issuer may be made to the Common Stock, and subject to the rights of the Issuer’s existing and future creditors, to receive in cash at an amount per share of Series A Preferred Stock equal to the greater of (a) the amount such holder would have received had such holder converted such shares of Series A Preferred Stock into Common Stock immediately prior to such Liquidation Event and (b) the sum of the Accrued Value plus accrued and unpaid PIK dividends that have not yet been added to the Accrued Value and any accrued and unpaid cash dividends.

Mandatory Conversion of the Series A Preferred Stock

At any time on or after the third anniversary of the Closing Date, if the volume-weighted average price per share of the Common Stock is 167.5% of the Conversion Price for 20 consecutive trading days in a 30-day trading day period, the Issuer will have the right to convert all, but not less than all, of the Series A Preferred Stock into Common Stock at the then applicable Conversion Price.

Ranking

The Series A Preferred Stock will rank senior to all other equity securities of the Issuer with respect to dividend rights and rights on liquidation.

The foregoing summary of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations, a copy of which is attached as an exhibit to Issuer’s Current Report on Form 8-K filed with the Commission on April 30, 2021 and which is incorporated by reference in its entirety in this Item 6.

Margin Loan Agreement

On April 28, 2021, Echelon LP, as borrower, and Echelon GP, as its general partner, entered into a margin loan agreement (the “Margin Loan Agreement” and, together with each agreement or instrument delivered pursuant to the foregoing or pursuant to the security interests and collateral granted in accordance with the foregoing, the “Loan Documents”) with the lenders party thereto and UBS AG, London Branch as administrative agent and calculation agent, pursuant to which Echelon LP borrowed $76,153,000 on April 30, 2021 and an additional $5,025,133.84 on June 1, 2021.

Pursuant to the Loan Documents, Echelon LP and Echelon GP agreed to pledge (x) an aggregate of 2,250,000 shares of Series A Preferred Stock, and (y) any shares of Common Stock into which such Series A Preferred Stock is converted, as collateral to secure their obligations under the Loan Documents. Borrowings under the Loan Documents mature on April 28, 2024. Upon the occurrence of certain events that are customary for this type of loan, the lenders may exercise their rights to require the Echelon LP and Echelon GP to pre-pay the loan proceeds or post additional collateral, or foreclose on, and dispose of, the pledged Series A Preferred Stock and/or the pledged Common Stock, as applicable, in accordance with the Loan Documents. All voting rights and rights to receive dividends or distributions with respect to the Pledged Shares will remain with Echelon LP unless and until such a foreclosure occurs.

The foregoing summary of the Loan Documents does not purport to be complete and is qualified in its entirety by reference to the Margin Loan Agreement (including the exhibits thereto), a copy of which is attached as an Exhibit 3 hereto and which is incorporated by reference in its entirety in this Item 6.

Joint Filing Agreement

The Reporting Persons have entered into a Joint Filing Agreement, dated as of June 10, 2021, a copy of which is attached as Exhibit 4 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Exchange Act.

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: June 10, 2021

Exhibit 3

Execution Version

April 28, 2021

U.S.$100,000,000

ECHELON HEALTH SPV LP,

as Borrower,

ECHELON HEALTH SPV GP, LLC,

as Borrower’s General Partner

THE LENDERS PARTY HERETO,

and

UBS AG, LONDON BRANCH,

as Administrative Agent and Calculation Agent

MARGIN LOAN AGREEMENT

TABLE OF CONTENTS

-i-

-ii-

SCHEDULES

Schedule 1 – Commitment and Lender Information

Schedule 2 – Form of Margin Call Notice

EXHIBITS

Exhibit A – Assignment and Acceptance Form

Exhibit B – Form of Borrowing Request

Exhibit C – Form of Security Agreement

Exhibit D – Form of Control Agreement

Exhibit E – Form of Issuer Agreement

Exhibit F – Form of Parent Agreement

Exhibit G – Forms of U.S. Tax Compliance Certificates

Exhibit H – Form of RCF Certificate

-iii-

Margin Loan Agreement (this “Agreement”) dated as of April 28, 2021, among Echelon Health SPV, LP, a Delaware limited partnership, as borrower (the “Borrower”), Echelon Health SPV GP, LLC, a Delaware limited liability company, as the Borrower’s general partner (the “General Partner”), each Lender as set forth on Schedule 1 and each other lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”) and UBS AG, London Branch, as calculation agent (in such capacity, the “Calculation Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

The Borrower has requested the Lenders to extend credit in the form of term loans on each Funding Date, in an aggregate principal amount not exceeding the Maximum Aggregate Commitment Amount (as herein defined). The proceeds of such term loan are to be used for general business purposes.

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

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms

As used in this Agreement, the following terms shall have the meanings specified below:

“Accelerating Lender” means any Lender that has terminated its Commitment and accelerated any Loan owing to it pursuant to Section 8.1 (Events of Default); provided that, if an Event of Default of the type specified in Section 8.1(f) or Section 8.1(g) (Events of Default) has occurred and the Loans of all Lenders have automatically become due, each Lender shall be considered an “Accelerating Lender” hereunder.

“Additional Asset” shall have the meaning assigned to such term in Section 7.2 (Adjustment Events).

“Adjusted LIBO Rate” shall mean an interest rate per annum equal to the product of (a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves.

“Adjustment Event” shall mean (i) the announcement of any of the following events, (ii) the date of any announcement of a material change or termination of any of the following events or (iii) the occurrence of any of the following events to the extent that the final terms thereof materially differ from the terms previously announced therefor, in each case as reasonably determined by the Calculation Agent:

-1-

-2-

For the avoidance of doubt, “announcement” as used herein shall mean the general announcement to the public of such event.

“Administrative Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“ADTV” means, in respect of any date of determination, the arithmetic average, measured over a 30 Scheduled Trading Day period ending on (i) that date of determination, in the event that such determination is made after 4:00 p.m. on any Scheduled Trading Day that is not a Disrupted Day and (ii) otherwise, on the immediately preceding Scheduled Trading Day that is not a Disrupted Day, of the product of (a) the daily trading volume of the Common Shares on the Exchange (as determined by the Calculation Agent using the relevant Bloomberg function) on each Scheduled Trading Day during such period and (b) the Share Price as of such Scheduled Trading Day, as determined by the Calculation Agent. For purposes of this definition, the Calculation Agent shall ignore any element of such daily trading volume that may be attributable to any block trade (as reasonably determined by the Calculation Agent) that occurs on any such Scheduled Trading Day.

“ADTV Reference” means the relevant amount specified in the Fee and Ratio Letter.

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agented Lender” means any Lender who has taken a Loan hereunder by assignment, but has not yet entered into a Security Agreement and a Control Agreement with respect to the Collateral securing the Obligations owing to it. Any reference in the Loan Documents to the Applicable Lender with respect to an Agented Lender shall be to the Lender who assigned its Loan to such Agented Lender, and vice versa.

“Agents” shall have the meaning assigned to such term in Article IX (The Administrative Agent and the Calculation Agent, etc.).

“Applicable Lender” means any Lender other than an Agented Lender.

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“Applicable Percentage” means, subject to Section 2.19 (Accelerating Lenders), with respect to any Lender at any time, (a) the aggregate principal amount of such Lender’s Loan divided by (b) the aggregate principal amount of the Loans owed to all Lenders; provided that, prior to the Initial Funding Date, “Applicable Percentage” means, with respect to any Lender, (a) such Lender’s Commitment divided by (b) the aggregate Commitments of all Lenders on the Closing Date.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the LIBO Rate pursuant to this Agreement as of such date.

“Approved Fund” means any Person that is engaged in making, purchasing, holding or investing in bank 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.

“As-Converted Number” means, on any date, with respect to any Preferred Shares, the Accrued Value (as defined in the Certificate of Designations) of such Preferred Shares plus Accrued PIK Dividends (as defined in the Certificate of Designations) of such Preferred Shares as of the immediately preceding Interest Payment Date (or, prior to the first Interest Payment Date, the Initial Funding Date), divided by the Conversion Price (as defined in the Certificate of Designations) as of such date.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent and (if applicable) the Borrower, in the form of Exhibit A hereto or such other form as shall be approved by the Administrative Agent.

“Availability Period” shall mean the Initial Availability Period and/or the Second Availability Period, as the context shall require.

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

“Bail-In Legislation” means, 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.

“Bankruptcy Action” means any of the following, with respect to any Person: (a) to institute any proceedings to adjudicate such Person as bankrupt or insolvent, (b) to institute or consent to the institution of bankruptcy, reorganization or insolvency proceedings against such Person or file a bankruptcy petition or any other petition seeking, or consenting to, reorganization or relief with respect to such Person under any Debtor Relief Law, (c) to file or consent to a petition seeking liquidation, reorganization, dissolution, winding up or similar relief with respect to such Person, (d) to consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or conservator (or other similar official) of such Person or any part of its property, (e) to make any assignment for the benefit of such Person’s creditors, (f) to cause such Person to admit in writing its inability to pay its debts, or (g) to take any action in furtherance of any of the foregoing.

“Bankruptcy Code” means the United States Bankruptcy Code.

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“Benchmark” means, initially, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to sub-clause (i) or (ii) of Section 2.6(d) (Benchmark Replacement).

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

provided that, in the case of clause (a), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, notwithstanding anything to the contrary in this Agreement or in any other Loan Documents, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (i) Term SOFR and (ii) the related Benchmark Replacement Adjustment, as set forth in clause (a) of this definition (subject to the first proviso above).

If the Benchmark Replacement as determined pursuant to clause (a), (b) or (c) above would be less than 0%, the Benchmark Replacement will be deemed to be 0% for the purposes of this Agreement and other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

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provided that, in the case of clause (a) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

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

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

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For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

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

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.6(d) (Benchmark Replacement) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Documents in accordance with Section 2.6(d) (Benchmark Replacement).

“Beneficial Ownership Certification” means, for a “legal entity customer” (as such term is defined in the Beneficial Ownership Regulation), a certification regarding beneficial ownership to the extent required by the Beneficial Ownership Regulation, substantially similar in substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers included as Appendix A to the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

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

“Borrower” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Borrower Affiliate” shall mean each of General Partner, Parent, H.I.G. Echelon, LP and H.I.G.-GPII, Inc.

“Borrower Change of Control” has the meaning assigned to it in Section 2.11(a) (Mandatory Prepayment Event).

“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.3 (Borrowing Procedure) and substantially in the form of Exhibit B, or such other form as shall be approved by the Administrative Agent in its reasonable discretion.

“Breakage Event” shall have the meaning assigned to such term in Section 2.14 (Breakage).

“Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City and London are authorized or required by law to close.

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“Calculation Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or 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 under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateral Account Balance” means, as at any time, the aggregate cash balance standing to the credit of the Collateral Accounts at that time.

“Certificate of Designations” means the Certificate of Designations relating to the Preferred Shares, as amended from time to time.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (i) the adoption, taking effect or implementation of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act or any structural reform regulation of the European banking sector and all requests, rules, guidelines, directives or interpretations thereunder or issued in connection therewith or the administration, interpretation, implementation or application thereof and (y) all requests, rules, guidelines, directives or interpretations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to or in connection with Basel III or Basel IV or the administration, interpretation, implementation or application thereof, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or applied.

“Closing Date” shall mean the date on which all the conditions precedent in Article IV (Conditions Precedent to the Loan) have been satisfied or waived by the Administrative Agent, such date not to be later than two (2) Business Days after the Signing Date.

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

“Collateral” shall mean all of the assets of the Borrower which from time to time are subject to the Security.

“Collateral Account” shall mean each account opened and maintained by the Custodian for the benefit of the Borrower and pledged to the Applicable Lender pursuant to the respective Security Agreement to secure the repayment of the Obligations by the Borrower, and any accounts in substitution therefor or in addition thereto.

“Collateral Return Calculation Date” shall have the meaning assigned to such term in Section 7.3(c) (Loan to Value Ratio).

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“Commitment” with respect to each Lender, the commitment of such Lender, subject to the terms and conditions set forth herein, to make the Loans hereunder on the Closing Date in the principal amount set forth on Schedule 1.

“Common Shares” shall mean the shares of common stock, par value $0.001 per share of Issuer.

“Communication” shall have the meaning assigned to such term in Section 5.13 (Provision of Public Information).

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

“Control Agreements” shall mean those certain Collateral Account Control Agreements, in each case, dated as of the Closing Date (or any later date on which any Person becomes an Applicable Lender), by and among the Borrower, the Custodian and an Applicable Lender relating to the control of the relevant Collateral Account and the assets held therein or credited thereto, substantially in the form of Exhibit D.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Custodian” means UBS Securities LLC, or any successor appointed by Borrowers with the consent of the relevant Applicable Lender.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debtor Relief Laws” means the Bankruptcy Code, 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 and affecting the rights of creditors generally.

“Default” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

“Deleveraging Event” means the relevant event specified in the Fee and Ratio Letter. If, as of any day, the Calculation Agent or any Lender determines that a Deleveraging Event has occurred, the Calculation Agent shall promptly (or, in the case of a notice from a Lender, may) deliver notice to the Borrower (with a copy to the Administrative Agent (in the case of a notice from a Lender) and all other Lenders) that a Deleveraging Event has occurred.

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“Derivative Transaction” means (i) a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index 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, 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 forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions), (ii) a type of transaction that is similar to any transaction referred to in clause (i) that is currently, or in the future becomes, recurrently entered into in the financial markets and that is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, or economic indices or measures of economic risk or value, or (iii) any combination of such transactions.

“Disrupted Day” shall mean, in relation to any Common Shares, any Scheduled Trading Day on which:

“Dividend” shall mean, in respect of any Common Shares or Preferred Shares, any dividend or other payment or distribution of any kind on or in respect of those Common Shares or those Preferred Shares whether in the nature of cash dividend or capital.

“Dollars” or “U.S.$” shall mean lawful money of the United States of America.

“DTC” means The Depository Trust Company, a New York corporation, or its successor.

“Early Opt-in Election” means, if the then-current Benchmark is LIBO Rate, the occurrence of:

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

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

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

“Electronic Communications” shall have the meaning assigned to such term in Section 10.1 (Notices; Electronic Communications).

“Employee Plan” shall mean an “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Market Disruption Event” shall mean the occurrence or existence of a Trading Disruption or an Exchange Disruption.

“ERISA” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended (or any successor legislation thereto), and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) that is a member of a controlled group of, or under common control with, the Borrower, within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Plan” shall have the meaning assigned to such term in Section 3.14(b) (ERISA).

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

“Event of Default” shall have the meaning assigned to such term in Section 8.1 (Events of Default).

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“Exchange” shall mean the New York Stock Exchange (or any successor to that exchange) or any substitute exchange or quotation system to which trading in the Common Shares is temporarily or permanently relocated (including the NASDAQ Global Select Market and the NASDAQ Global Market (or either of their respective successors)) or any other exchange or quotation system reasonably acceptable to the Calculation Agent (it being understood that, in the event the Common Shares are transferred to any such other exchange or quotation system, such exchange or quotation system shall not be deemed to be reasonably acceptable to the Calculation Agent unless the Calculation Agent has determined that there is comparable liquidity with respect to the Common Shares on such exchange or quotation system as on the original Exchange).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Disruption” shall mean any event (other than an early closure of the Exchange on any Scheduled Trading Day) that materially disrupts or impairs (as determined by the Calculation Agent acting in good faith and in a commercially reasonable manner) the ability of market participants in general to effect transactions in, or obtain market values for, the Common Shares on the Exchange.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.18(k) (Taxes)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.18, 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 2.18(g) (Taxes), (d) any withholding Taxes imposed under FATCA, (e) Taxes resulting from the gross negligence or willful misconduct of the Administrative Agent or the Recipient as determined by a court of competent jurisdiction, and (f) Taxes that are Other Connection Taxes imposed with respect to an assignment, grant of a participation, designation of a new office for receiving payments by or on account of the Borrower or other transfer (other than pursuant to a request by the Borrower under Section 2.18(k) (Taxes)).

“Existing Transfer Restrictions” means Transfer Restrictions (including any restrictive legends relating thereto) on the Pledged Shares (i) on account of the fact that Borrower is an “affiliate” of Issuer within the meaning of Rule 144, (ii) on account of the fact that the Pledged Shares are “restricted securities” within the meaning of Rule 144 and (iii) set forth in the Investment Agreement but after giving effect to the Issuer Agreement (it being understood no such Transfer Restrictions apply to a Lender).

“Extraordinary Dividend” shall mean a dividend that is inconsistent with the normal dividend policy of the Issuer, as reasonably determined by the Calculation Agent. For the avoidance of doubt, a PIK Dividend (as defined in the Certificate of Designations) shall not constitute an Extraordinary Dividend.

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“Facility” shall mean the U.S.$ term loan facility provided for by this Agreement.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code (or any amended or successor version described above) and any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing (and any related fiscal or regulatory legislation, rules or practices).

“FCPA” shall have the meaning assigned to such term in Section 3.19 (Sanctions; Anti-Corruption).

“Fee and Ratio Letter” shall mean the Fee and Ratio Letter dated the date hereof, between the Borrower, each Lender, the Calculation Agent and the Administrative Agent.

“Finance Party” means any Lender and any Agent and “Finance Parties” means all Lenders and all Agents.

“Financial Officer” of any Person shall mean the chief financial officer, principal accounting officer or controller of such Person or the general partner of such Person.

“Free Float” means, as of any date of determination, (a) the number of Common Shares equal to the total number of Common Shares then issued and outstanding that are not held or controlled by (i) Borrower or any of its Affiliates or (ii) any Person which, together with Affiliates of that Person, holds or controls in excess of 5.0% of the total number of Common Shares then issued and outstanding divided by (b) the number of Common Shares equal to the total number of Common Shares then issued and outstanding.

“Free Float Reference” means the relevant percentage specified in the Fee and Ratio Letter.

“Funding Date” shall mean the Initial Funding Date and/or the Second Funding Date, as the context shall require.

“GAAP” shall mean generally accepted accounting principles in the United States of America.

“General Partner” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Governmental Authority” shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“Guarantee” of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any

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obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (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 of such Indebtedness or other obligation or (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; provided, however, 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 related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

“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 similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, to the extent of the value of such property, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all Synthetic Lease Obligations of such Person, (j) net obligations of such Persons under any Derivative Transaction, (k) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests of such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (l) all obligations of such Person as an account party in respect of letters of credit and (m) all obligations of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner.

“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 assigned to such term in Section 10.5(b) (Expenses; Indemnity).

“Ineligible Assignee” means the Issuer, the Borrower or any Affiliate of the foregoing.

“Information” shall have the meaning assigned to such term in Section 10.15 (Confidentiality).

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“Initial Availability Period” shall mean the period from, and including, the Signing Date to, and including, the date falling two (2) Business Days following the Signing Date.

“Initial Funding Date” shall mean the Business Day during the Initial Availability Period as of which the Lenders advance the Initial Loan. For the avoidance of doubt, the Initial Funding Date shall be the same date as the Closing Date.

“Initial Loan” has the meaning specified in Section 2.1 (Commitment).

“Initial Share Price” means the relevant price specified in the Fee and Ratio Letter.

“Initial Upfront Fee” means the relevant amount specified in the Fee and Ratio Letter.

“Interest Payment Date” shall mean (a) until the Second Funding Date, each date (or if such date is not a Business Day, the immediately following Business Day) falling at three-month intervals after the Initial Funding Date, (b) the Second Funding Date and (c) after the Second Funding Date, each date (or if such date is not a Business Day, the immediately following Business Day) falling at three-month intervals after the Second Funding Date; provided that the final Interest Payment Date shall be the Scheduled Maturity Date.

“Interest Period” shall mean each period from (and including) one Interest Payment Date to (but excluding) the next following Interest Payment Date, except that (a) in the case of the Initial Loan, the first Interest Period will commence on the Initial Funding Date and in the case of the Second Loan, the first Interest Period will commence on the Second Funding Date and (b) the final Interest Period will end on (but exclude) the Scheduled Maturity Date.

“Insolvency” or “Insolvency Filing” shall mean the occurrence of any of the events described in Section 8.1(f) or (g) (Events of Default) with respect to the Issuer.

“Investment Agreement” shall mean the Investment Agreement by and between the Issuer and Borrower, dated February 17, 2021, as in effect on the Signing Date.

“IRS” means the United States Internal Revenue Service.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Issuer” shall mean eHealth Inc., a Delaware corporation.

“Issuer Agreement” means each of the Issuer Agreements dated as of the Closing Date (or any later date on which any Person becomes an Applicable Lender), executed by the Issuer, the Borrower and a Lender, substantially in the form of Exhibit E.

“Issuer Change of Control” shall mean any of the following:

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“Lender” has the meaning specified in the preamble hereto.

“LIBO Rate” shall mean, with respect to each Interest Period, the rate per annum equal to the ICE Benchmark Administration LIBOR Rate or the successor thereto (“ICE LIBOR”), as published by Reuters (or, if not so published, other commercially available source providing quotations of ICE LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the date of the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equal in length to such Interest Period (or, if the applicable Interest Period is of a length for which rates do not appear on Reuters or such other source, the applicable ICE LIBOR rate shall be determined by the Administrative Agent through the use of straight line interpolation (or extrapolation, if applicable) between the rate for the period of time closest to, and shorter than, the length of such Interest Period and the rate for the period of time closest to, and longer than, the length of such Interest Period, or if there is no such shorter period, the rate for the shortest period for which a rate appears on Reuters or such other source); provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum equal to the average of the rates per annum at which deposits in Dollars are offered for a period equal in length to such Interest Period to major banks in the London interbank market in London, England, as determined by the Administrative Agent at

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approximately 11:00 a.m., London time, on the date that is two Business Days prior to the first day of such Interest Period (which rate, if the applicable Interest Period is of a length for which rates for deposits in Dollars offered by major banks in such market are not available to the Administrative Agent, may be determined by the Administrative Agent through the use of straight line interpolation (or extrapolation, if applicable) between the rate for the period of time closest to, and shorter than, the length of such Interest Period and the rate for the period of time closest to, and longer than, the length of such Interest Period, or if there is no such shorter period, the rate for the shortest period for which a rate is available to the Administrative Agent); provided further that, if the LIBO Rate as determined pursuant to the foregoing would be negative, then the LIBO Rate shall be deemed to be zero for such Interest Period.

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” shall mean this Agreement, the Security Documents, the Fee and Ratio Letter, the Parent Agreement, the Issuer Agreements, each RCF Certificate and any other document designated as such in writing by the Borrower and Administrative Agent in connection with the foregoing.

“Loan” has the meaning specified in Section 2.1 (Commitment).

“Loan Party” shall mean each of the Borrower and the General Partner.

“LTV Collateral Release Level” means the relevant percentage specified in the Fee and Ratio Letter.

“LTV Initial Level” means the relevant percentage specified in the Fee and Ratio Letter.

“LTV Maintenance Level” means the relevant percentage specified in the Fee and Ratio Letter.

“LTV Margin Call Level” means the relevant percentage specified in the Fee and Ratio Letter.

“LTV Ratio” shall have the meaning assigned to such term in Section 7.3 (Loan to Value Ratio).

“Make-Whole Amount” shall have the meaning assigned to such term in Section 2.6(c) (Interest on Loans).

“Make-Whole Percentage” shall mean the relevant percentage specified in the Fee and Ratio Letter.

“Mandatory Prepayment Event” means the occurrence of (a) a Share Event, (b) a Borrower Change of Control or (c) any Adjustment Event where the Calculation Agent determines, in accordance with Section 7.2 (Adjustment Events), that no commercially reasonable adjustment is practicable.

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“Mandatory Prepayment Notice” shall have the meaning assigned to such term in Section 2.11(d)(ii) (Mandatory Prepayment Event).

“Margin Call Amount” shall have the meaning assigned to such term in Section 7.3(b) (Margin Call).

“Margin Call Date” shall have the meaning assigned to such term in Section 7.3(b) (Margin Call).

“Margin Call Notice” shall have the meaning assigned to such term in Section 7.3(b) (Margin Call).

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean a material adverse effect on or material adverse change in (a) the business, assets, liabilities, operations or financial condition of either Loan Party, or (b) the validity, legality or enforceability of any Loan Document or the rights or remedies of the Lenders thereunder.

“Material Nonpublic Information” means information in respect of the Issuer, its Subsidiaries or any of the Issuer’s or its Subsidiaries’ securities (i) that has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD, and (ii) to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold Shares of the Issuer.

“Maximum Aggregate Commitment Amount” means the aggregate principal amount of all of the Lenders’ Commitments in the amount of $100,000,000.

“Minimum Share Price” means the relevant price specified in the Fee and Ratio Letter.

“Multiemployer Plan” shall mean a multiemployer plan (as defined in Section 4001(a)(3) of ERISA).

“Nationalization” shall mean that all or substantially all of the Common Shares or all or substantially all the assets of the Issuer are nationalized, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof.

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

“Obligations” shall mean all obligations defined as “Obligations” in the Security Agreements and the other Security Documents.

“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 the Loans or any Loan Document, or from any combination thereof).

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“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, grant of a participation, designation of a new office for receiving payments by or on account of the Borrower or other transfer (other than pursuant to a request by the Borrower under Section 2.18(k) (Taxes)).

“Parent” means H.I.G. Middle Market LBO Fund III, L.P.

“Parent Agreement” shall mean the Parent Agreement, dated as of the Closing Date, made by the Parent in favor of the Finance Parties, substantially in the form of Exhibit F.

“Participant Register” has the meaning specified in Section 10.4(h) (Successors and Assigns).

“Party” means a party to this Agreement.

“Paying Agent” shall have the meaning assigned to such term in Article IX (The Administrative Agent and the Calculation Agent, etc.).

“Permitted Assignee” has the meaning specified in the Fee and Ratio Letter.

“Permitted Liens” means (a) any Lien created under the Loan Documents, (b) any Liens on the Collateral Accounts in favor of the Applicable Lenders or the Custodian pursuant to the Security Documents and (c) Liens for Taxes not yet due and payable or which are being contested in compliance with Section 5.2 (Obligations and Taxes).

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

“Pledged Shares” means (i) the 2,250,000 Preferred Shares held in aggregate in the Collateral Accounts and pledged pursuant to the Security Agreements as of the Closing Date (the “Initial Pledged Shares”) and (ii) any Preferred Shares issued as a PIK Dividend (as defined in the Certificate of Designations) with respect to such Initial Pledged Shares and any Common Shares issued in connection with a conversion of such Initial Pledged Shares, in each case held in the Collateral Accounts and pledged pursuant to the Security Agreements immediately following such issuance.

“Preferred Shares” means the shares of the Series A preferred stock, par value $0.001 per share having the designations, powers, preferences, rights, qualifications, limitations and restrictions, as specified in the Certificate of Designations.

“Pro Rata Basis” means (i) for purposes of determining the allocation of Collateral of any type among the Applicable Lenders and the respective Collateral Accounts controlled by them, in proportion to each Applicable Lender’s Applicable Percentage (in each case, taken together with the Applicable Percentages of all Agented Lenders with respect to such Applicable Lender), (ii) for purposes of determining the allocation of interest payments among Lenders, in proportion to the interest that has accrued and remains unpaid on each Lender’s Loans and (iii) for all other purposes, in proportion to each Lender’s Applicable Percentage, subject, in each case, to rounding to the nearest Share, U.S.$0.01 or item or unit of other securities or property, as applicable.

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“RCF Certificate” means a certificate issued by the Borrower, and which is substantially in the form set out in Exhibit H.

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

“Reference Discount Rate” means the yield for U.S. Treasury bills with a maturity closest to the date that is six months after the Funding Date, as determined by the Calculation Agent.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion.

“Register” shall have the meaning assigned to such term in Section 10.4(f) (Successors and Assigns).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

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

“Required Lenders” shall mean, at any time, Lenders with Applicable Percentages that in the aggregate exceed 50%, subject to Section 2.19 (Accelerating Lenders).

“Responsible Officer” of the Borrower shall mean any executive officer or Financial Officer of the Borrower or its general partner and any other officer or similar official thereof responsible for the administration of the obligations of the Borrower or its general partner in respect of this Agreement.

“Restricted Transaction” shall have the meaning assigned to such term in Section 6.3 (Restricted Transactions).

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“Restrictive Condition” means (i) any shareholder’s agreement, voting agreement, investor rights agreement, lock-up agreement or any similar agreement relating to the Shares, and (ii) any restriction or requirement (whether or not under any law, rule, regulation, regulatory order, certificate or articles of incorporation or other constitutive documents or by-laws or contracts) relating to the Shares or that a holder thereof (whether beneficial, constructive or otherwise) or any pledgee thereof would be subject to, including without limitation, any registration requirement, reporting or informational requirement or mandatory redemption or transfer; provided that a Restrictive Condition shall not include (a) any restrictions on the Shares set forth in the Investment Agreement or (b) any other agreement, restriction or requirement (x) that expressly acknowledges the pledge of the Collateral and Lenders’ rights under the Loan Documents, and does not adversely affect such pledge or rights, (y) a copy of which has been provided to the Required Lenders prior to its effectiveness and (z) to which the Required Lenders have provided their written consent prior to its effectiveness (such consent not to be unreasonably withheld, conditioned or delayed).

“Rule 144” shall mean Rule 144 under the Securities Act.

“Sanctions” shall have the meaning assigned to such term in Section 3.19 (Sanctions; Anti-Corruption).

“Scheduled Maturity Date” means the relevant date specified in the Fee and Ratio Letter.

“Scheduled Trading Day” shall mean any day on which the Exchange is scheduled to be open for trading for any one or more of its regular trading sessions (notwithstanding the Exchange closing prior to its scheduled weekday closing times, and without regard to after hours or any other trading outside of the regular trading session hours).

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

“Second Availability Period” shall mean the period from, and including, June 1, 2021 to, and including, June 4, 2021.

“Second Funding Date” shall mean the Business Day during the Second Availability Period as of which the Lenders advance the Second Loan.

“Second Upfront Fee” means the relevant amount specified in the Fee and Ratio Letter.

“Second Loan” has the meaning specified in Section 2.1 (Commitment).

“Securities Act” means the Securities Act of 1933, as amended.

“Security” means the security interests created in respect of the obligations of the Borrower under any of the Loan Documents pursuant to the Security Documents.

“Security Agreements” shall mean those Security Agreements, in each case, dated as of the Closing Date (or any later date on which any Person becomes an Applicable Lender), under which the Borrower grants in favor of an Applicable Lender a security interest with respect to the Collateral, substantially in the form of Exhibit C.

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“Security Documents” shall mean the Security Agreements, the Control Agreements and each of the other agreements, instruments and documents executed and delivered pursuant to the foregoing.

“Separateness Provisions” shall have the meaning assigned to such term in Section 5.12 (Maintenance of Separateness).

“Shares” shall mean Preferred Shares and Common Shares.

“Share Collateral Value” shall mean the aggregate value of the Shares constituting Collateral calculated in accordance with Section 7.1 (Share Collateral Value).

“Share Event” has the meaning assigned to it in Section 2.11(b) (Mandatory Prepayment Event).

“Share Price” means, for any Scheduled Trading Day, the closing price for one such Common Share on the Exchange on such Scheduled Trading Day, as reported on the following Bloomberg Page: “<EHTH US EQUITY>” (or, any successor or replacement reporting entity or page thereto reasonably selected by the Calculation Agent); provided that if the closing price is not available on such page, the closing price shall be determined by reference to Reuters or another source selected by the Calculation Agent acting reasonably; provided further that if such closing price is not so reported on Bloomberg, Reuters or another source selected by the Calculation Agent acting reasonably, the “Share Price” shall be the market value of one Common Share as determined by the Calculation Agent acting reasonably (using objectively verifiable data and information sources, if available); provided further that if such Scheduled Trading Day is a Disrupted Day (subject to the following proviso), the “Share Price” shall be the Share Price on the immediately preceding Scheduled Trading Day that is not a Disrupted Day; provided further that if such Scheduled Trading Day is a Disrupted Day and each of the two (2) Scheduled Trading Days immediately preceding such Disrupted Day has also been a Disrupted Day, then the “Share Price” shall be (i) the Share Price on the immediately preceding Scheduled Trading Day that is not a Disrupted Day multiplied by (ii) (a) 100% less (b) the product of the Share Price Discount and the number of consecutive Scheduled Trading Days that are Disrupted Days from such immediately preceding Scheduled Trading Day that is not a Disrupted Day until such Disrupted Day for which a Share Price is being determined.

“Share Price Discount” means the relevant percentage specified in the Fee and Ratio Letter.

“Signing Date” means the date of this Agreement.

“Similar Law” shall have the meaning assigned to such term in Section 3.14 (ERISA).

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day.

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

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“SOFR Administrator’s Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Solvent” means, when used with respect to any Person, that at the time of determination:

“Spread” means the relevant percentage specified in the Fee and Ratio Letter.

“Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding the Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). The Loan shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held, or (b) that is, at the time any determination is made, 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.

“Synthetic Lease” shall mean, as to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

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“Synthetic Lease Obligations” shall mean, as to any Person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such obligations were accounted for as Capital Lease Obligations.

“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.

“Tender Offer” shall mean, in relation to the Common Shares, a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any Person that results in such Person purchasing or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 20% and less than 100% of the outstanding voting shares of the Issuer, as reasonably determined by the Calculation Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent reasonably deems relevant.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Government Body.

“Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.

“Term SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Government Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.6(d) (Benchmark Replacement) that is not Term SOFR.

“Threshold Amount” means U.S.$1,000,000 (or the equivalent of such amount in foreign currencies).

“Trading Disruption” shall mean, in relation to the Exchange, any suspension of or limitation imposed on trading by the Exchange relating to the Common Shares on the Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the Exchange or otherwise.

“Transfer Restrictions” shall mean, with respect to any security, any legal or contractual (other than a contractual condition or restriction set forth in any Loan Document) condition to or restriction on, including by way of any restrictive legend, the ability of the owner or any pledgee thereof to sell, assign, pledge or otherwise transfer such security or enforce the provisions thereof or of any document related thereto whether set forth in such security itself or in any document related thereto, including, without limitation, (i) any requirement that any sale, assignment, pledge or other transfer or enforcement for such security be consented to or approved by any Person, including, without limitation, the issuer thereof or any other obligor thereon, (ii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such security, (iii) any requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document of any Person to the issuer of, any other obligor on or

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any registrar or transfer agent for, such security, prior to the sale, pledge, assignment or other transfer or enforcement of such security, (iv) any “stop transfer order” with respect to the sale of such security and (v) any registration or qualification requirement or prospectus delivery requirement for such security pursuant to any federal, state, local or foreign securities law (including, without limitation, any such requirement arising under Section 5 of the Securities Act as a result of such security being a “restricted security” or Borrower being an “affiliate” of the issuer thereof, as such terms are defined in Rule 144 or otherwise).

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Write-Down and Conversion Powers” means, 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.

“USA PATRIOT Act” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

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

“Withholding Agent” means the Borrower and the Administrative Agent.

Section 1.2 Terms Generally

The definitions in Section 1.1 (Defined Terms) shall apply equally to both 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”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “shares” includes stock, shares and other securities of any kind. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time, in each case, in accordance with the express terms of this Agreement, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. All references to the Calculation Agent, a Lender or the Administrative Agent acting reasonably or making reasonable determinations shall mean acting in good faith and in a commercially reasonable manner. An Event of Default shall be continuing if it has not been remedied by the Borrower or waived in accordance with Section 10.7 (Waivers; Amendment).

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Section 1.3 Determinations; Lender Consultation

Where any determination is to be made under this Agreement and no party is expressly given responsibility for making that determination, the Calculation Agent will make that determination (acting in good faith and in a commercially reasonable manner). For the avoidance of doubt, the Calculation Agent and Lenders may consult with one another in considering any action, determination, notice or instruction that may be given by any Lender or Lenders or Agents hereunder.

Section 1.4 LIBOR Notification

It is understood by the Parties that in July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on the Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, sub-sections (i) and (ii) of Section 2.6(d) (Benchmark Replacement) provide the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.6(d)(iv) (Benchmark Replacement), of any change to the reference rate upon which the interest rate on the Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (x) any such alternative, successor or replacement rate implemented pursuant to sub-section (i) or (ii) of Section 2.6(d) (Benchmark Replacement), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (y) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.6(d)(iii) (Benchmark Replacement)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

ARTICLE II

THE FACILITY

Section 2.1 Commitment

Subject to the terms and conditions set out in this Agreement and relying upon the representations and warranties herein set forth, each Lender agrees to make available to the Borrower (a) on the

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Initial Funding Date a loan (the “Initial Loan”) in an amount equal to the lesser of (i) such Lender’s Commitment as set forth on Schedule 1 and (ii) the Applicable Percentage multiplied by the maximum amount of borrowing hereunder that would cause the LTV Ratio as of the Initial Funding Date to be equal to the LTV Initial Level, and (b) on the Second Funding Date a loan (the “Second Loan”, and the Initial Loan, each a “Loan”, and collectively, the “Loans”) in an amount equal to the lesser of (i) such Lender’s remaining Commitment and (ii) the Applicable Percentage multiplied by the maximum amount of borrowing hereunder that would cause the LTV Ratio as of the Second Funding Date to be equal to the LTV Initial Level. Amounts paid or prepaid in respect of the Loans may not be reborrowed. The failure of any Lender to make a Loan required to be made by it shall not relieve any other Lender of its obligations hereunder.

Section 2.2 Loans

Section 2.3 Borrowing Procedure

In order to request the Loans, the Borrower will provide the Administrative Agent and each Lender with a Borrowing Request in writing (which may be sent via e-mail) by no later than 5:00 p.m., New York City time, one (1) day prior to the relevant Funding Date. Such Borrowing Request shall be irrevocable and shall specify the following information: (i) the date of the Loans (which shall be a Business Day during the relevant Availability Period); (ii) the amount of the Loan requested from each such Lender, and (iii) the number and location of the account to which funds are to be disbursed; provided, however, that, notwithstanding any contrary specification in the Borrowing Request, the Loans shall comply with the requirements set forth in Section 2.2 (Loans).

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Section 2.4 Evidence of Debt; Repayment of Loans

Section 2.5 Fees

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Section 2.6 Interest on Loans

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Section 2.7 Default Interest

If (a) the Borrower shall default in the payment of any principal of or interest on the Loans or any other amount due hereunder or under any other Loan Document, by acceleration or otherwise, or (b) if any Event of Default has occurred and is continuing and the Lenders so determine, then, in the case of clause (a) above, until such defaulted amount shall have been paid in full or, in the case of clause (b) above, for so long as such Event of Default is continuing, to the extent permitted by law, all amounts outstanding under this Agreement and the other Loan Documents shall bear interest (after as well as before judgment), payable on demand, at the rate otherwise applicable to the Loans pursuant to Section 2.6 (Interest on Loans) plus 2.00% per annum. Any interest accruing under this Section 2.7 (Default Interest) shall be payable by the Borrower on demand by the Administrative Agent.

Section 2.8 Termination of Commitment

The Commitment shall automatically terminate upon the earlier of (a) the making of the Loans on the Second Funding Date and (b) the last day of the Second Availability Period.

Section 2.9 Repayment of Loan

To the extent not previously paid, the Loans shall be due and payable on the Scheduled Maturity Date, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

Section 2.10 Voluntary Prepayment

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Section 2.11 Mandatory Prepayment Event

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Section 2.12 Reserve Requirements; Change in Circumstances

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Section 2.13 Change in Legality

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Section 2.14 Breakage

The Borrower shall indemnify each Lender against any loss or expense (other than lost profits, but including internal and external funding costs) that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of such Lender’s Loan prior to the relevant Interest Payment Date in effect therefor, or (ii) the Loan to be made by such Lender not being made after notice of the Loan shall have been given by the Borrower hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for its Loan for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for its Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth in reasonable detail the basis for and calculation of any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.14 (Breakage) shall be delivered to the Borrower and shall be prima facie evidence of the amount payable absent manifest error.

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Section 2.15 Pro Rata Treatment

The Loans, each payment or prepayment of principal of the Loans, each payment of interest on the Loans or continuation of the Loans shall be allocated on a Pro Rata Basis. Each Lender agrees that in computing such Lender’s participation in the Loans hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of the participation in the Loans to the nearest Share, U.S.$0.01 or item or unit of other securities or property, as applicable.

Section 2.16 Sharing of Setoffs

Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of the Loans as a result of which the unpaid principal portion of its participation in the Loans shall be proportionately less than the unpaid principal portion of the participation in the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in the Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all the participations in the Loans then outstanding as the principal amount of its participation in the Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all participations in the Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 (Sharing of Setoffs) and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.16 (Sharing of Setoffs) 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 the Loans to any assignee or participant. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in the Loans deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made the Loans directly to the Borrower in the amount of such participation.

Section 2.17 Payments

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Section 2.18 Taxes

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(1)    in the case of a 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 copies 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;

(2)    executed copies of IRS Form W-8ECI;

(3)    in the case of a 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 G-1 to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the regarded owner 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 copies of IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable); or

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(4)    to the extent a Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E (as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

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 provide such successor form, or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

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Section 2.19 Accelerating Lenders

(a)    Notwithstanding anything to the contrary herein (but subject to clause (b) below), if one or more Lenders become Accelerating Lenders:

(i)    each Accelerating Lender, solely for purposes of determining the rights and obligations of such Lender vis-à-vis the Borrower, shall be deemed to be:

(A)    the Administrative Agent and the Calculation Agent hereunder; and

(B)    the sole Lender hereunder for all purposes and, for the avoidance of doubt, no other Lender’s consent shall be necessary for any modification of such rights and obligations; and

(ii)    solely for purposes of determining the rights and obligations of all Lenders that are not Accelerating Lenders among themselves and vis-à-vis the Borrower:

(A)    each Accelerating Lender shall be deemed to no longer be a Lender hereunder and, for the avoidance of doubt, such Accelerating Lender’s consent shall not be necessary for any modification of such rights and obligations; and

(B)    if the Administrative Agent or the Calculation Agent is an Accelerating Lender, a replacement therefor shall be selected from among Lenders that are not Accelerating Lenders as if such Agent had resigned.

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(b)    Notwithstanding the foregoing, following one or more Lenders becoming Accelerating Lenders, the Borrower, for the avoidance of doubt, shall not make any payments of its Obligations or post any Collateral except on a Pro Rata Basis (without regard to clause (a) above). For the avoidance of doubt, the application of proceeds received by a Lender in respect of an exercise of its remedies under the Loan Documents shall not be considered a payment by Borrower for purposes of this Section 2.19(b) (Accelerating Lenders).

Section 2.20 Rebalancing

Subject to Section 2.19 (Accelerating Lenders), if on any date any Applicable Lender gives written notice to the Administrative Agent, or the Administrative Agent otherwise becomes aware, that any posting or release of Collateral did not occur on a Pro Rata Basis or the Collateral is not held on a Pro Rata Basis for any other reason, then on, or as promptly as practicable following, such date, the Applicable Lenders shall cause any transfers of Collateral from the Collateral Accounts that they control to Collateral Accounts controlled by other Applicable Lenders as may be necessary, as determined by the Administrative Agent, to ensure that the Collateral is held on a Pro Rata Basis. Each Applicable Lender agrees to cooperate in good faith with the Administrative Agent to effect such rebalancing, including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect such transfers. Borrower hereby consents to, and to the extent necessary will cooperate in good faith with, such transfers.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each of the Borrower and, where applicable, the General Partner hereby represents and warrants to the Finance Parties on the Signing Date, on the Closing Date and on each Funding Date that:

Section 3.1 Organization; Powers

Each of the Borrower and the General Partner (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, except where the failure so to comply could not reasonably be expected to result in a Material Adverse Effect, (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure so to qualify could not reasonably be expected to result in a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents to which it is a party and each other agreement or instrument contemplated thereby to which it is or will be a party.

Section 3.2 Authorization

The execution, delivery and performances by each of the Borrower and the General Partner of each of the Loan Documents (to which it is a party) (a) have been duly authorized by all requisite organizational action and (b) will not (i) violate (A) any applicable provision of law (including the Securities Act and the Exchange Act and the regulations thereunder), statute, rule or regulation, (B) any provision of its certificate or articles of incorporation or other constitutive documents or by-laws, (C) any applicable order of any Governmental Authority or (D) any provision of any indenture or other material agreement or instrument to which it is a party or by which it or its property is or may be bound, in each case, except where such violations, either individually or in

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the aggregate, could not reasonably be expected to have a Material Adverse Effect, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture or other material agreement or instrument or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by it (other than any Lien created under the Security Documents).

Section 3.3 Enforceability

This Agreement has been duly executed and delivered by each of the Borrower and the General Partner and constitutes, and each other Loan Document (to which it is a party) when executed and delivered by it will constitute, a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.4 Governmental Approvals

No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by each of the Borrower and the General Partner of each of the Loan Documents (to which it is a party), except for such as have been made or obtained and are in full force and effect and except for filings necessary to perfect Liens created by the Security Documents where the Security Documents permit such filings to be made after the Closing Date.

Section 3.5 No Material Adverse Effect

No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect since the date of this Agreement.

Section 3.6 Assets

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Section 3.7 Litigation; Compliance with Laws

Section 3.8 No Default

No Default or Event of Default has occurred and is continuing or could reasonably be expected to occur as a result of the Loan or the granting of any Lien pursuant to the Loan Documents.

Section 3.9 Federal Reserve Regulations

Section 3.10 Investment Company Act

Neither the Borrower nor the General Partner is required to register as an “investment company” or is a Person “controlled by” an “investment company,” as such terms are defined in the United States Investment Company Act of 1940.

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Section 3.11 Use of Proceeds

The Borrower will use the proceeds of the Loan for general business purposes. No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

Section 3.12 Tax

Section 3.13 No Material Misstatements

No other information, report, financial statement, exhibit or schedule furnished by or on behalf of it to the Agents or the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, it represents only that it acted in good faith and utilized reasonable assumptions (based upon accounting principles consistent with its historical audited financial statements, to the extent applicable) and due care in the preparation of such information, report, financial statement, exhibit or schedule.

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Section 3.14 ERISA

Section 3.15 Security and Pari Passu Ranking

Section 3.16 No Immunity

Neither the Borrower nor the General Partner is entitled to claim immunity from suit or from execution, attachment or other legal process in any proceedings taken in the State of New York or

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its jurisdiction of organization in relation to any Loan Document. The execution and delivery by each of the Borrower and the General Partner of the Loan Documents (to which it is a party) constitute, and its exercise of its rights and performance of its obligations under the Loan Documents will constitute, private and commercial acts performed for private and commercial purposes.

Section 3.17 SPV Representations

Each of the Borrower and the General Partner:

Section 3.18 No Material Nonpublic Information

Neither the Borrower nor the General Partner is in possession of any Material Nonpublic Information with respect to the Issuer, its subsidiaries or any of their securities.

Section 3.19 Sanctions; Anti-Corruption

Neither the Borrower, General Partner, Parent, any of their respective officers or directors, nor, to the Borrower’s or General Partner’s knowledge, employees or agents, is a Person that is (i) the target of any sanctions administered by the U.S.

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Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom, the Swiss State Secretariat for Economic Affairs (SECO) or other relevant sanctions authority (collectively, “Sanctions”) or located, organized or resident in a country, region or territory that is the target of comprehensive Sanctions (presently, Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine). No part of the proceeds of any extension of credit hereunder will be used, directly or, to the Borrower’s knowledge, indirectly, or lent, contributed or otherwise made available to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country, region or territory, that, at the time of such funding, is the target of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loan, whether as lender, underwriter, advisor, investor, or otherwise).

Section 3.20 Hedging and Securities Laws Matters Relating to Pledged Shares

Section 3.21 Restricted Transactions

None of the Borrower, the General Partner, Parent or any of their Affiliates is party to a Restricted Transaction.

ARTICLE IV

CONDITIONS PRECEDENT TO THE LOAN

The obligation of each Lender to make each Loan hereunder on the relevant Funding Date is subject to the satisfaction of the following conditions precedent:

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Section 4.1 Conditions Precedent

The acceptance by the Borrower of the proceeds of the Loans shall be deemed to constitute a representation and warranty by the Borrower that on the date of such acceptance, the conditions specified in paragraphs (b) through (d) of this Section 4.1 (Conditions Precedent) have been satisfied in all material respects.

Section 4.2 Documents and Evidence

On or prior to the Closing Date:

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ARTICLE V

AFFIRMATIVE COVENANTS

Each of the Borrower and, where applicable, the General Partner covenants and agrees with each Finance Party that so long as this Agreement shall remain in effect and until the Facility has been terminated and the principal of and interest on the Loans, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full, that:

Section 5.1 Existence; Compliance with Laws; Businesses and Properties

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Section 5.2 Obligations and Taxes

Each of the Borrower and the General Partner will pay and discharge promptly when due all its material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful material claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien upon such properties or any part thereof; provided, however, that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Borrower or the General Partner, as applicable, shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, provided that the contest, if adversely determined, could not subject the Collateral to forfeiture or loss.

Section 5.3 Financial Statements, Reports, etc.

The Borrower will furnish to the Administrative Agent, which shall furnish to each Lender:

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Section 5.4 Litigation and Other Notices

Each of the Borrower and the General Partner will furnish to the Administrative Agent and each Lender prompt written notice of the following:

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Section 5.5 Information Regarding Collateral

Each of the Borrower and the General Partner will provide to the Administrative Agent and each Applicable Lender prior written notice of any proposed change (i) in its organizational name, (ii) in the jurisdiction of its organization or formation, (iii) in its identity or organizational structure or (iv) in its Federal Taxpayer Identification Number. Each of the Borrower and the General Partner agrees not to effect or permit any change referred to in the preceding sentence without the prior written consent of the Administrative Agent and each Applicable Lender (not to be unreasonably withheld, delayed or conditioned) which, for the avoidance of doubt, will not be provided unless all filings have been made under the UCC or otherwise that are required in order for the Applicable Lenders to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral.

Section 5.6 Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings

Each of the Borrower and the General Partner will keep proper books of record and account in which full, true and correct entries in all material respects and in conformity with all requirements of applicable law (and, in the case of any financial statements only, in conformity with GAAP) are made of all dealings and transactions in relation to its business and activities. Each of the Borrower and the General Partner (pursuant to a request made through the Administrative Agent in advance) will permit any representatives designated by the Administrative Agent or any Lender to visit and inspect its financial records and properties at reasonable times during business hours and as often as reasonably requested (but not more than once annually if no Default exists), and permit any representatives designated by the Administrative Agent or any Lender to discuss its affairs, finances and condition with the officers thereof.

Section 5.7 Use of Proceeds

The Borrower will use the proceeds of the Loans only for the purposes specified in Section 3.11 (Use of Proceeds).

Section 5.8 Collateral Account

Section 5.9 Further Assurances

The Borrower will execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing UCC and other financing statements) that may be reasonably required under applicable law, or that each Applicable Lender or the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents. The Borrower agrees to provide such evidence as each Applicable Lender shall reasonably request as to the perfection and priority status of each such security interest and Lien.

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Section 5.10 Assets

The Borrower will ensure that:

Section 5.11 Dividends

Section 5.12 Maintenance of Separateness

Each of the Borrower and the General Partner shall:

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Section 5.13 Provision of Public Information

Neither the Borrower nor the General Partner shall provide any Lender with any Material Nonpublic Information with respect to the Issuer, its subsidiaries or their securities in any document or notice required to be delivered pursuant to this Agreement or communication in connection with this Agreement (each a “Communication”) without first notifying such Lender in writing that the Communication that it is about to deliver contains Material Nonpublic Information and such Lender has confirmed that it wishes to receive such information and instructed the Borrower or General Partner, as the case may be, to whom such information shall be delivered. If such Lender refuses to receive such Material Nonpublic Information, the Borrower or General Partner, as the case may be, shall only deliver the Communication to the extent that it does not contain Material Nonpublic Information, in which event the Borrower or General Partner, as the case may be, shall not be deemed to have breached the covenant contained in this Section. Absent such notification of the Borrower or General Partner, as the case may be, the Borrower or General Partner, as the case may be, shall be deemed to have represented that such Communication contains no such Material Nonpublic Information. Each of the Borrower and the General Partner acknowledges and agrees that if any Lender or any of its Affiliates receives from it any Material Nonpublic Information (other than pursuant to the consent of such Lender described above) at any time, such Lender or such Affiliate may disclose such Material Nonpublic Information publicly, to any potential purchaser of the Collateral or to any other Person.

Section 5.14 Public Disclosure

If, pursuant to applicable law, the Borrower, General Partner or any Borrower Affiliate is required to make a public disclosure in connection with the transactions under the Loan Documents or otherwise relating to the Pledged Shares, each of the Borrower and the General Partner shall ensure that, to the extent permitted by applicable law and to the extent reasonably practicable, the contents of such disclosure are previously discussed and agreed with the Lenders (such agreement not to be unreasonably withheld, delayed or conditioned).

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Section 5.15 Organizational Documents

Each of the Borrower and the General Partner shall furnish to the Administrative Agent and each Lender at least five (5) Business Days’ prior written notice of any proposed amendment, supplement or other modification of any of the terms or provisions of the certificate or articles of incorporation or other constitutive documents or by-laws of the Borrower or the General Partner, as the case may be.

Section 5.16 Maintenance of Independent Director

The General Partner shall ensure, at all times, that the General Partner has a board of directors that includes at least one “Independent Director” (as defined in the Amended and Restated Limited Liability Company Agreement of the General Partner, as in effect on the Closing Date) (which Independent Director shall also act as springing member), and the General Partner shall pay the fees and expenses under the engagement letter (or equivalent document) for such “Independent Director” as and when they become due.

ARTICLE VI

NEGATIVE COVENANTS

Each of the Borrower and, where applicable, the General Partner covenants and agrees with each Finance Party that, so long as this Agreement shall remain in effect and until the Facility has been terminated and the principal of and interest on the Loans, all fees and all other expenses or amounts payable under any Loan Document have been paid in full:

Section 6.1 Use of Proceeds

The Borrower will not use the proceeds of the Loans, whether directly or indirectly, for any purpose that violates Regulation T, Regulation U or Regulation X.

Section 6.2 ERISA

Neither the Borrower nor the General Partner will (a) establish, or agree to contribute to or have any obligation to contribute to, or otherwise have any liability or reasonable expectation of liability with respect to, any Employee Plan or Multiemployer Plan; or (b) permit any ERISA Affiliate to establish, or agree to contribute to or have any obligation to contribute to, or otherwise have any liability or reasonable expectation of liability with respect to, any Employee Plan or Multiemployer Plan, in each case, except as could not reasonably be expected to result in a Material Adverse Effect.

Section 6.3 Restricted Transactions

None of the Borrower, the General Partner, Parent or any of their Affiliates shall enter into any of the following transactions (except for Permitted Liens) (any such transaction, “Restricted Transaction”):

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Section 6.4 Additional Covenants

Neither the Borrower nor the General Partner will:

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ARTICLE VII

COLLATERAL VALUE AND LOAN TO VALUE RATIO

Section 7.1 Share Collateral Value

Section 7.2 Adjustment Events

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Within three (3) Business Days following the occurrence of any Adjustment Event of which the Calculation Agent has knowledge, the Calculation Agent shall notify each Lender of the adjustments to the terms or provisions of the Facility that it proposes to make in respect thereof, and the proposed effective time therefor (or its determination that no such adjustment is necessary). If, within one Business Day of receiving such notice, the Required Lenders notify the Calculation Agent that they disagree with such proposed adjustments or effective time (or the Calculation Agent’s determination that no such adjustment is necessary), and include in such notice an alternative set of adjustments that the Required Lenders propose to make in respect of such Adjustment Event that comply with the provisions set forth in Section 1.3 (Determinations; Lender Consultation) (which shall apply for this purpose as if the Lenders sending such notice were the Calculation Agent), and a proposed effective time therefor, then the Calculation Agent shall notify the Borrower that such alternative adjustments apply as of such effective time. Except with the consent or at the direction of the Required Lenders, the Calculation Agent shall not make any adjustment in respect of an Adjustment Event or notify the Borrower of its determination that no such adjustment is necessary prior to the earlier of (i) the fifth Business Day following the occurrence thereof and (ii) its receipt of notice from the Required Lenders of any alternative adjustments (and a proposed effective time therefor) or that they agree with the Calculation Agent’s proposed adjustments (and the effective time therefor). Subject to Section 1.3 (Determinations; Lender Consultation), any such adjustments pursuant to this paragraph (b) shall be binding on all parties to the Loan Documents and all such parties shall enter into such documentation reasonably requested by the Calculation Agent to reflect such adjustments. All determinations made by the Calculation Agent in connection with an Adjustment Event shall be made in good faith and in a commercially reasonable manner.

Without limiting the foregoing, the Borrower shall, at its own expense, take whatever action is reasonably necessary or reasonably required by the Administrative Agent by notice to the Borrower (including, without limitation, execution of documents, registrations, notarizations, payment of all stamp duties, registration and notarial fees and provision of legal advice, including formal legal opinions, in the relevant jurisdictions), for the purposes of:

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Section 7.3 Loan to Value Ratio

The LTV Ratio means, as of any time, the ratio (expressed as a percentage, and subject to a minimum of zero) reasonably determined by the Calculation Agent as the quotient of:

Where:

A =     the aggregate principal amount of the Loans outstanding at that time, together with accrued and unpaid interest thereon;

B =     the Cash Collateral Account Balance (if any) at that time; and

C =     the most recently available Share Collateral Value at that time.

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The Borrower shall not cause or permit any Shares to be deposited or credited to the Collateral Accounts other than the Pledged Shares. Except (x) as expressly permitted or required pursuant to the terms of the Loan Documents or (y) with the prior written consent of the Required Lenders, the Borrower shall not cause or permit any cash or securities to be deposited or credited to the Collateral Accounts.

ARTICLE VIII

EVENTS OF DEFAULT

Section 8.1 Events of Default

In case of the occurrence of any of the following events (each an “Event of Default”):

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then, and in every such event (other than an event with respect to the Borrower, General Partner or Parent described in paragraph (f) or (g) above), and at any time thereafter during the continuance of such event, the Administrative Agent or any Lender may notify the Borrower with a copy to the Administrative Agent (in the case of a notice from a Lender) and all other Lenders, and following the delivery of such notice, any Lender may take either or both of the following actions, at the same or different times: (i) terminate forthwith such Lender’s Commitment and (ii) declare the portion of the Loans then outstanding attributable to such Lender’s Loan to be forthwith due and payable in whole or in part, whereupon the principal of such Loan so declared to be due and payable, together with

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accrued interest thereon and the breakage amount (if any) pursuant to Section 2.14 (Breakage) and any unpaid accrued fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower, General Partner or Parent described in paragraph (f) or (g) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and the breakage amount (if any) pursuant to Section 2.14 (Breakage) and any unpaid accrued fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2 Lenders’ Rights With Respect To Collateral.

(a)    For the avoidance of doubt, following the delivery of a notice of an Event of Default as described in Section 8.1 (Events of Default) or following the occurrence and during the continuance of an Event of Default of the type set forth in Section 8.1(f) or Section 8.1(g), each Lender may choose to exercise any remedies provided for herein or in any other Loan Documents, or refrain from exercising such remedies, in its sole discretion with respect to the Collateral subject to its control under a Control Agreement (including by virtue of an agency relationship with any Lender). No Lender shall have any fiduciary or other duties to the other Lenders in connection with the exercise of remedies against the Collateral securing the Obligations owing to such Lender or otherwise and no Lender shall interfere with such exercise of remedies or claim (or support any claim by any third party) that a sale or other disposition of any Lender’s Collateral by or on behalf of such Lender was not commercially reasonable.

(b)    In connection with any assignment by a Lender, the Borrower agrees to, as promptly as practicable, (i) establish a separate Collateral Account with the Custodian, (ii) enter into a Control Agreement (in a form substantially identical to the other relevant Control Agreements) in favor of the assignee with respect to such Collateral Account, (iii) enter into a Security Agreement (in a form substantially identical to the other relevant Security Agreements) granting a Lien in favor of the assignee over such assignee’s Applicable Percentage of the Collateral of each type, (iv) enter into an Issuer Agreement, (v) if reasonably requested by the Custodian, enter into a customer account agreement or other agreement with such intermediary and (vi) make appropriate amendments to this Agreement and the other Loan Documents to reflect any administrative or technical changes as are reasonably requested by the assigning Lender, the assignee or the Administrative Agent, which do not adversely affect the Borrower’s rights or obligations hereunder. In connection with any assignment by a Lender of all of its Loans hereunder, the Borrower agrees that such Lender’s rights and obligations under the other Loan Documents may be assigned to the assignee.

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(c)    Notwithstanding anything to the contrary contained in the Loan Documents, the Borrower, the Administrative Agent and each Lender hereby agree that (i) during the continuance of an Event of Default and (except in the case of an Event of Default of the type set forth in Section 8.1(f) or Section 8.1(g)) following the delivery of an Event of Default notice as described in Section 8.1 (Events of Default), such Lender shall have the right individually to require the Custodian (or the Applicable Lender acting as agent of such Lender for purposes of perfection, if applicable) to realize upon any of the Collateral subject to such Lender’s control and to apply the proceeds thereof to the repayment of such Lender’s Loan outstanding and any other Obligations owing to such Lender and (ii) in the event of a foreclosure or similar enforcement action by such Lender on its Collateral pursuant to a public or private sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), such Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition.

(d)    Notwithstanding anything to the contrary contained in the Loan Documents, when all Obligations owing to any Lender have been paid in full, upon request of the Borrower, such Lender shall (without notice to, or vote or consent of, any other Lender) take such actions as shall be reasonably required to release its security interest in all Collateral under such Lender’s control.

(e)    Each Lender agrees that it will not challenge or question or support any other Person in challenging or questioning in any proceeding the validity, attachment, perfection or priority of any Lien of any other Lender under any Loan Documents or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement.

(f)    Each Lender agrees with, and solely for the benefit of, each other Lender that it will not take any Bankruptcy Action with respect to Borrower.

Section 8.3 Application of Funds.

(a)    Except as provided for in clause (b) below, after any Loans have become immediately due and payable (or if proceeds have been received by Administrative Agent pursuant to clause (b) below), any amounts received by Administrative Agent on account of the Obligations shall be applied in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agents and amounts payable under Section 2.12, Section 2.14 and Section 2.18) payable to each Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest) payable to Lenders arising under the Loan Documents and amounts payable under Section 2.12, Section 2.14 and Section 2.18, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations arising under the Loan Documents, ratably among Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

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Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable law;

provided that, if any Lender referred to in clauses Second, Third or Fourth above is (whether at the time of such payment or at the time of the acceleration of the relevant Applicable Lender’s Loans), or has been at any time in the three months immediately preceding any such time, an “affiliate” (as defined in Rule 144 under the Securities Act) of the Issuer, then such Lender (i) shall notify Administrative Agent thereof and (ii) notwithstanding anything to the contrary herein or in any other Loan Documents, will not be entitled to any payment of the proceeds from the sale by an Applicable Lender of Pledged Shares issued by the Issuer (other than, for the avoidance of doubt, proceeds from a sale by such Lender pursuant to Section 8.3(b) below). Each Lender acknowledges to and agrees with each other Lender and Agent that it will comply with its obligations under clause (i) of the immediately preceding proviso.

(b)    Notwithstanding clause (a) of this Section 8.3, all proceeds received by any Applicable Lender in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral subject to the control of such Applicable Lender (other than control by virtue of another Lender acting as its agent for perfection) pursuant to the terms of the Loan Documents, shall be applied by such Applicable Lender against the Obligations in the following order of priority:

First, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to Administrative Agent and/or such Applicable Lender, and its affiliates, and their respective agents and counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent and/or such Applicable Lender, and its affiliates, in connection therewith, and all amounts for which Administrative Agent and/or such Applicable Lender is entitled to indemnification hereunder (in its capacity as an Agent and not as a Lender) and to the payment of all costs and expenses paid or incurred by Administrative Agent and/or such Applicable Lender in connection with the exercise of any right or remedy under any Loan Documents;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to such Applicable Lender (and/or any Agented Lender with respect to such Applicable Lender, as applicable) and Administrative Agent arising under the Loan Documents and amounts payable under Section 2.12, Section 2.14 and Section 2.18, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans of such Applicable Lender (and/or any Agented Lender with respect to such Applicable Lender, as applicable) and other Obligations owed to such Applicable Lender (and/or any Agented Lender with respect to such Applicable Lender, as applicable) arising under the Loan Documents;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans of such Applicable Lender (and/or any Agented Lender with respect to such Applicable Lender, as applicable); and

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Fifth, to Administrative Agent to be applied in accordance with Section 8.3(a) above.

ARTICLE IX

THE ADMINISTRATIVE AGENT AND THE CALCULATION AGENT; ETC.

Each Lender hereby irrevocably appoints the Administrative Agent and the Calculation Agent (the Administrative Agent and the Calculation Agent are referred to collectively as the “Agents”) as its agents and authorizes each Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

The institution serving as the Administrative Agent and/or the Calculation Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Borrower Affiliate as if it were not an Agent hereunder.

None of the Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) none of the Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) none of the Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.7 (Applicable Law)), and (c) except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Borrower that is communicated to or obtained by the bank serving as Administrative Agent and/or Calculation Agent or any of its Affiliates in any capacity. None of the Agents shall be liable for any action taken or not taken by it 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 10.7 (Applicable Law)) or in the absence of its own gross negligence or willful misconduct. None of the Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and none of the Agents shall 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 thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or 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 IV (Conditions Precedent to the Loan) or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Each 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 believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely

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upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent 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 any such counsel, accountants or experts.

Each Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent.

Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Lenders shall have the right, with the consent of the Borrower (whose consent shall not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, with the consent of the Borrower (whose consent shall not be unreasonably withheld or delayed) appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 30^th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective and the Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Lenders appoint a successor Administrative Agent and/or Calculation Agent, as the case may be. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.5 (Expenses; Indemnity) shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.

Notwithstanding anything in the foregoing to the contrary, to the extent UBS AG, London Branch assigns or grants any participations in, any of its rights or obligations with respect to any Loan under this Agreement to any Person, the Administrative Agent shall designate an agent for the receipt of funds with respect to Loans from the Borrower hereunder (the “Paying Agent”) and each reference to the Administrative Agent in this Agreement related to the receipt or payment of funds with respect to Loans hereunder and any related Tax withholding or reporting obligations shall be deemed to refer to the Paying Agent acting on behalf of the Administrative Agent. Such Paying Agent shall deliver to the Borrower, on or prior to the date the Paying Agent is appointed pursuant to the preceding sentence, one of the following (together with all required attachments thereto): (i) two (2) executed copies of IRS Form W-8IMY (certifying that it is a U.S. branch of a non-U.S. bank treated as a U.S. person for purposes of Treasury Regulations Section 1.1441-1 and described in Treasury Regulations Section 1.1441-1(b)(2)(iv) that agrees to accept responsibility

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for all U.S. federal income tax withholding and information reporting with respect to payments made to the Paying Agent (a “U.S. Branch”)) or any successor thereto, (ii) two (2) executed copies of IRS Form W-8IMY (certifying that it is a “qualified intermediary” for purposes of Treasury Regulations Section 1.1441-1 that assumes primary withholding responsibility for purposes of chapters 3 and 4 for each account identified on a withholding statement attached to such IRS Form W-8IMY with respect to payments made to the Paying Agent) or any successor thereto, or (iii) two (2) executed copies of IRS Form W-9 or any successor thereto, and in the case of each of (i), (ii), or (iii), with the effect that the Borrower can make payments to the Paying Agent without deduction or withholding of any taxes imposed by the United States.

Each Lender acknowledges that it has, independently and without reliance upon the Agents 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 Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

ARTICLE X

MISCELLANEOUS

Section 10.1 Notices; Electronic Communications

Notices and other communications provided for herein shall be in writing and shall be sent by email, as follows:

c/o H.I.G. Capital, LLC

One Sansome Street

37^th Floor

San Fransisco, CA 94104

With a copy (which shall not constitute actual or constructive notice) to:

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Attention:    Arek M. Maczka

                    Patricia C. Lynch

Emails:        Arek.Maczka@ropesgray.com

                     Patricia.Lynch@ropesgray.com

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UBS AG, London Branch

5 Broadgate,

London, EC2M 2QS

With a mandatory copy to each of:

Loansagency@ubs.com; [***]

; and

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt of the email sent to such party as provided in this Section 10.1 (Notices; Electronic Communications) or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.1 (Notices; Electronic Communications). Notices and other communications sent to an email address shall be deemed received when sent absent receipt of a failure to deliver notice within 30 minutes of such notice or communication being sent (it being understood that an “out of office” reply does not constitute a failure to deliver notice for this purpose).

Each of the Borrower and the General Partner hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower or the General Partner, as the case may be, that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V (Affirmative Covenants), including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or the Loans (all such non-excluded communications being referred to herein collectively as “Electronic Communications”), by transmitting the Electronic Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, each of the Borrower and the General Partner agrees to continue to provide the Electronic Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

Each Lender may change its address, telephone number or e-mail for notices and other communications hereunder by notice to the Administrative Agent, who shall promptly notify Borrower thereof. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

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The Administrative Agent agrees that the receipt of the Electronic Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Electronic Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address.

Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in any Loan Document.

Section 10.2 Survival of Agreement

All covenants, agreements, representations and warranties made by the Borrower and the General Partner herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the making by the Lenders of the Loans, regardless of any investigation made by the Lenders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on the Loans or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid (other than any contingent indemnity obligation that survives termination thereof) and so long as the Facility has not been terminated. The provisions of Section 2.12 (Reserve Requirements; Change in Circumstances), Section 2.14 (Breakage), Section 2.18 (Taxes) and Section 10.5 (Expenses; Indemnity) shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitment, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Calculation Agent or any Lender.

Section 10.3 Binding Effect

This Agreement shall become effective when it shall have been executed by the Parties and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other Parties.

Section 10.4 Successors and Assigns

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Section 10.5 Expenses; Indemnity

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Section 10.6 Right of Setoff

If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, except to the extent prohibited by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section 10.6 (Right of Setoff) are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Section 10.7 Applicable Law

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 10.8 Waivers; Amendment

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Notwithstanding the foregoing, each Lender agrees with each other Lender and with the Borrower that no amendment, termination or supplement shall be made to any Security Agreement or Control Agreement, and no new Loan Document shall be entered into with any Lender (subject, for the avoidance of doubt, to Section 2.19 (Accelerating Lenders)), unless a substantially identical amendment, termination or supplement is made to each other Security Agreement and Control Agreement, or substantially identical Loan Documents are entered into with each other Lender, as the case may be.

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Section 10.9 Entire Agreement

This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Calculation Agent and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

Section 10.10 Waiver of Jury Trial

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. 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, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10 (WAIVER OF JURY TRIAL).

Section 10.11 Severability

In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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Section 10.12 Counterparts

This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 10.3 (Binding Effect). Delivery of an executed signature page to this Agreement by electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. The words “delivery,” “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures which shall be of the same legal effect, validity or enforceability as a manually executed signature, 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 10.13 Headings

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 10.14 Jurisdiction; Consent to Service of Process

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Section 10.15 Confidentiality

Each of the Administrative Agent, the Calculation Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below) and use it only in connection with this Agreement and in compliance with applicable laws, including United States federal or state securities laws, except that Information may be disclosed (a) to, and obtained from, its and its Affiliates’ officers, directors, employees and agents, including accountants, legal counsel, third-party administrators and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or quasi-regulatory authority (such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section 10.15 (Confidentiality), to (i) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any of its obligations, (f) with the prior written consent of the Borrower or (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.15 (Confidentiality). For the purposes of this Section, “Information” shall mean all information received from the Borrower and related to the Borrower or its business, or its Affiliates or their businesses, other than any such information that was available to the Administrative Agent, the Calculation Agent or any Lender on a nonconfidential basis prior to its disclosure by the Borrower; provided that, in the case of Information received from the Borrower after the date hereof, such Information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.15 (Confidentiality) 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. If, pursuant to applicable law, regulation, subpoena or legal process or request by any regulatory authority or quasi-regulatory authority, any of the Administrative Agent, the Calculation Agent, any Lender or any of their respective Affiliates is required to make a public disclosure in connection with the transactions under the Loan Documents or otherwise relating to the Pledged Shares, such Person shall ensure that, to the extent permitted by applicable law and to the extent reasonably practicable, the contents of such disclosure are previously discussed and agreed with the Borrower (such agreement not to be unreasonably withheld, delayed or conditioned).

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Section 10.16 Lender Action

Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against the Borrower, General Partner or Parent under any of the Loan Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of the Borrower, General Partner or Parent, unless expressly provided for herein or in any other Loan Document, without the prior written consent of the Administrative Agent. The provisions of this Section 10.16 (Lender Action) are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, the Borrower, General Partner or Parent.

Section 10.17 USA PATRIOT Act Notice

Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and the General Partner that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower and the General Partner, which information includes the name and address of the Borrower and the General Partner and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and the General Partner in accordance with the USA PATRIOT Act.

Section 10.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions

Solely to the extent any Lender that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any 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:

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Section 10.19 Qualified Financial Contract

The parties agree that the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Agreement and each other Loan Document, and for such purposes this Agreement and each other Loan Document shall each be deemed a “Covered Agreement,” each party that is a Regulated Entity shall be deemed a “Covered Entity” and each party (whether or not it is a Regulated Entity) shall be deemed a “Counterparty Entity” with respect to each other party that is a Regulated Entity. In the event of any inconsistencies between this Agreement or any other Loan Document and the Bilateral Terms, the Bilateral Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules.

“QFC Stay Rules” means the regulations codified at 12 C.F.R. § 252.2, §§ 252.81–8, 12 C.F.R. §§ 382.1-7 and 12 C.F.R. §§ 47.1-8, which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.

“Regulated Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

[SIGNATURE PAGES FOLLOW]

-89-

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.

[Signature Page to Margin Loan Agreement]

[Signature Page to Margin Loan Agreement]

Schedule 1

Commitments and Lender Information

Schedule 1

Schedule 2

Form of Margin Call Notice

To:     Echelon Health SPV, LP (the “Borrower”)

From: UBS AG, London Branch, as Calculation Agent on behalf of the Lenders (the “Calculation Agent”)

Dated: [                ]

Margin Loan Agreement between, among others, the Borrower, the Administrative Agent, the Lenders and the Calculation Agent dated April 28, 2021 (the “Agreement”)

[                ]

Sincerely,

UBS AG, LONDON BRANCH,

as Calculation Agent

Schedule 1

EXHIBIT A

Assignment and Acceptance Form

To:      UBS AG, LONDON BRANCH as Administrative Agent and Echelon Health SPV, LP (the “Company”)

From:  [the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)

Dated: [                ]

Margin Loan Agreement between, among others, the Company, the Lenders, the Administrative Agent and the Calculation Agent – dated April 28, 2021 (the “Agreement”)

A-1

A-2

SCHEDULE

Rights to be assigned and obligations to be released and undertaken

[insert relevant details]

[Facility office address, email address and attention details

for notices and account details for payments]

This Assignment and Acceptance is accepted by the Administrative Agent [and the Company], and the Transfer Date is confirmed as [    ].

Signature of this Assignment and Acceptance by the Administrative Agent [and the Company] constitutes confirmation by the Administrative Agent [and the Company] of receipt of notice of and its consent to the assignment referred to herein, which notice the Administrative Agent receives on behalf of each Finance Party.

[Administrative Agent]

[Company]

A-3

EXHIBIT B

FORM OF BORROWING REQUEST

Borrowing Request

From:    Echelon Health SPV, LP

To:        UBS AG, London Branch (in its capacity as Administrative Agent)

Dated:  [●]

Dear Sirs

Margin Loan Agreement between, among others, the Borrower, the Lenders, the Administrative Agent and the Calculation Agent, dated April 28, 2021 (the “Agreement”).

We refer to the Agreement. This is a Borrowing Request. Terms defined in the Agreement have the same meaning in this Borrowing Request unless given a different meaning in this Borrowing Request.

We wish to borrow the Loan on the following terms:

Date of the Loan:             [●]. Such day occurs during the Availability Period.

Loan amount:                   U.S.$[●]

Account details:              Bank Name:                [to be provided]

                                 ABA Number:

                                 Account Name:

                                 Account Number:

We confirm that each condition specified in Section 4.1 of the Agreement (Conditions Precedent) is satisfied on the date of this Borrowing Request.

This Borrowing Request is irrevocable.

Yours faithfully

ECHELON HEALTH SPV, LP

as Borrower

B-1

B-2

EXHIBIT C

FORM OF SECURITY AGREEMENT

[Attached]

C-1

EXHIBIT D

FORM OF CONTROL AGREEMENT

[Attached]

D-1

EXHIBIT E

FORM OF ISSUER AGREEMENT

[Attached]

E-1

EXHIBIT F

FORM OF PARENT AGREEMENT

[Attached]

F-1

EXHIBIT G-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Margin Loan Agreement dated as of April 28, 2021 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Echelon Health SPV, LP, as borrower, Echelon Health SPV GP, LLC, as general partner of the borrower, UBS AG, London Branch, as calculation agent and administrative agent, and each lender from time to time party thereto.

Pursuant to the provisions of Section 2.18 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the regarded owner of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the regarded owner of the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a United States trade or business.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

Date:                  , 20[    ]

G-1-1

EXHIBIT G-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Margin Loan Agreement dated as of April 28, 2021 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Echelon Health SPV, LP, as borrower, Echelon Health SPV GP, LLC, as general partner of the borrower, UBS AG, London Branch, as calculation agent and administrative agent, and each lender from time to time party thereto.

Pursuant to the provisions of Section 2.18 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the regarded owner of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the regarded owner of the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a United States trade or business.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

Date:                  , 20[    ]

G-2-1

EXHIBIT G-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Margin Loan Agreement dated as of April 28, 2021 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Echelon Health SPV, LP, as borrower, Echelon Health SPV GP, LLC, as general partner of the borrower, UBS AG, London Branch, as calculation agent and administrative agent, and each lender from time to time party thereto.

Pursuant to the provisions of Section 2.18 of the Agreement, the undersigned hereby certifies (with respect to its direct or indirect partners/members that are claiming the portfolio interest exemption) that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) it and/or its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the regarded owner of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the regarded owner of the Borrower as described in Section 881(c)(3)(C) of the Code and (vi) the interest payments in question are not effectively connected with the undersigned’s or its direct or indirect partners’/members’ conduct of a United States trade or business.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members (or owner for U.S. federal income tax purposes, as applicable) that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

Date:                  , 20[    ]

G-3-1

EXHIBIT G-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Margin Loan Agreement dated as of April 28, 2021 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Echelon Health SPV, LP, as borrower, Echelon Health SPV GP, LLC, as general partner of the borrower, UBS AG, London Branch, as calculation agent and administrative agent, and each lender from time to time party thereto.

Pursuant to the provisions of Section 2.18 of the Agreement, the undersigned hereby certifies (with respect to its direct or indirect partners/members that are claiming the portfolio interest exemption) that (i) it is the sole record owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it and/or its direct or indirect partners/members are the sole beneficial owners of such Loan(s), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the regarded owner of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the regarded owner of the Borrower as described in Section 881(c)(3)(C) of the Code and (vi) the interest payments in question are not effectively connected with the undersigned’s or its direct or indirect partners’/members’ conduct of a United States trade or business.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members (or owner for U.S. federal income tax purposes, as applicable) that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

Date:                  , 20[    ]

G-4-1

EXHIBIT H

FORM OF RCF CERTIFICATE

To:      UBS AG, London Branch, as Administrative Agent

Cc:       [            ], as Lenders

From: Echelon Health SPV, LP (“Borrower”)

Date:   [            ]

Reference is hereby made to the Margin Loan Agreement dated as of April 28, 2021 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Echelon Health SPV, LP, as borrower, Echelon Health SPV GP, LLC, as general partner of the borrower, UBS AG, London Branch, as calculation agent and administrative agent, and each lender from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

The Calculation Agent or a Lender has provided a Margin Call Notice to the Borrower pursuant to Section 7.3(b) (Margin Call) of the Agreement identifying a Margin Call Amount.

Pursuant to the terms of the Agreement, Borrower confirms that: