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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on April 22, 2016.

Registration No. 333-                

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Performance Health Holdings Corp.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 5190
(Primary standard industrial
classification code number) 80-0856022
(I.R.S. employer
identification number)

1245 Home Ave.
Akron, OH 44310
Telephone: (330) 633-8460
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Marshall Dahneke
Chief Executive Officer
1245 Home Ave.
Akron, OH 44310
Telephone: (330) 633-8460
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Christopher D. Comeau, Esq. Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 951-7000	Kris F. Heinzelman, Esq. Craig F. Arcella, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

          If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

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

Large accelerated Filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)
Common Stock, $0.0001 par value per share	$100,000,000	$10,070

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended (the "Securities Act").

(2)

Includes the aggregate offering price of additional shares that the underwriters have the option to purchase to cover over-allotments, if any.

(3)

Calculated pursuant to Rule 457(o) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus
Subject to Completion. Dated April 22, 2016.

                      Shares

Performance Health Holdings Corp.

Common Stock

        This is our initial public offering. We are offering                      shares of common stock.

        Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $              and $             . We intend to list our common stock on the NASDAQ Global Market under the symbol "PHC."

        The underwriters have an option to purchase up to                      additional shares from us at the initial public offering price per share to cover any over-allotment of shares.

        We are an "emerging growth company" under federal securities laws and are subject to reduced public company disclosure standards.

Investing in our common stock involves risks. See "Risk Factors" beginning on page 18.

	Price to Public	Underwriting Discounts and Commissions(1)	Proceeds to Company
Per Share	$	$	$
Total	$	$	$

(1)

We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriting."

        Delivery of the shares of common stock will be made on or about                           , 2016.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Credit Suisse
Baird
William Blair Jefferies
UBS Investment Bank
SunTrust Robinson Humphrey

Prospectus dated                           , 2016.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	18
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	39
USE OF PROCEEDS	41
DIVIDEND POLICY	42
CAPITALIZATION	43
DILUTION	44
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA	45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	50
BUSINESS	71
MANAGEMENT	90
EXECUTIVE COMPENSATION	95
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	108
DESCRIPTION OF CERTAIN INDEBTEDNESS	111
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT	116
DESCRIPTION OF CAPITAL STOCK	118
SHARES ELIGIBLE FOR FUTURE SALE	122
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK	124
UNDERWRITING	129
LEGAL MATTERS	137
EXPERTS	137
WHERE YOU CAN FIND MORE INFORMATION	137
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Until                    , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide any information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

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Market and Other Industry Data

        Market data and certain industry forecasts used throughout this prospectus were obtained from market research, consultant surveys, publicly available information, industry publications and surveys conducted by independent third parties, including Strategic Data Marketing and Euromonitor International Ltd. Such research, surveys, information and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from such third-party sources nor have we ascertained the underlying economic assumptions relied upon therein.

        When we refer in this prospectus to Euromonitor International data, with respect to the global consumer health and wellness market, such market consists of the following categories (as defined by Euromonitor in the Euromonitor International—Consumer Health 2016 edition, Health and Wellness 2016 edition, Apparel and Footwear 2015 edition and Consumer Electronics 2016 edition): analgesics, sports nutrition, vitamins and dietary supplements, weight management, Health and Wellness bone and joint health, Health and Wellness endurance, Health and Wellness energy boosting, sports apparel, sports footwear and passive and autonomous wearables. In addition, when we refer to the projected compound annual growth rate ("CAGR") of the global consumer health and wellness market, such estimates are based on the estimated size of the above referenced categories in real terms (to adjust for inflation) using a constant U.S. dollar currency exchange rate (based on either 2014 or 2015 exchange rates). The data from which these estimates are derived was accessed from Euromonitor's database on November 9, 2015.

        Throughout this prospectus we have used market data about our brands and industry obtained from an October 2014 report by the Newton Strategy Group, a management consulting firm focused on providing market diligence to private equity firms, who we retained and compensated to perform the study (the "Newton Report"). We believe the report to be reliable based upon our management's knowledge of the industry, but we have not independently verified the report's findings. The Newton Report defines the "Share," "Brand Rank" and "Unaided Awareness" of our brands. The "Share" of each brand is defined as the market share of the relevant brand within its core product category on a revenue basis, except for Bon Vital, whose market share is determined by the percentage of massages in which the brand is used based on a survey of 904 massage therapists asking which brand of massage lubricants they primarily used. The "Brand Rank," or "Rank," of each brand is defined as the brand's rank by Share within its core product category. A brand's "Unaided Awareness" is defined as the percentage of surveyed hands-on healthcare practitioners who could name the brand, unassisted, when asked to name brands in a particular product category. To determine the "Share" and Brand Rank" of our brands (other than Bon Vital, as described above), the Newton Strategy Group conducted primary and secondary research to estimate the size of the existing market for each brand and used company sales data to calculate the percentage share of each brand in its respective core product category, as indicated in the column entitled "Core Product Category" in the table below. The Biofreeze, TheraBand, Cramer and Bon Vital brands' Share and Brand Rank are based on the Newton Strategy Group's estimates of the category market size within the U.S. clinical channel. To calculate Unaided Awareness of the brands, the Newton Strategy Group conducted telephone surveys in which; (i) 113 U.S. clinical healthcare practitioners were asked to list the top brands of topical analgesics of which they were aware, (ii) 132 U.S. clinical healthcare practitioners were asked to list the top brands of therapy bands of which they were aware; (iii) 322 U.S. athletic trainers were asked to list the top five brands for sports medicine supplies of which they were aware; and (iv) 904 U.S. massage therapists were asked to

ii

list the top three massage lubricant brands of which they were aware. The core product category of each brand and the types of healthcare practitioners surveyed about each brand are as follows:

Brand	Core Product Category	Surveyed Practitioners
Biofreeze	Topical analgesics	Clinical healthcare practitioners*
TheraBand	Resistance bands and tubes	Clinical healthcare practitioners*
TheraPearl	Hybrid cold/heat packs	N/A
Cramer	Sports medicine	Athletic trainers
Bon Vital	Massage lubricant	Massage therapists
Perform	Retail topical analgesics	N/A

*

Clinical healthcare practitioners, which we refer to throughout this prospectus as "hands-on healthcare practitioners," include physical therapists, occupational therapists, chiropractors, massage therapists, athletic trainers and podiatrists.

        While we are not aware of any misstatements regarding any market, industry or similar data presented herein, whether in the Newton Report or otherwise, such data involves risks and uncertainties, including the extent to which the data is derived from a statistically significant segment of the market or industry, and is subject to change based on various factors, including those discussed in "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in this prospectus.

Trademarks

        This prospectus includes our trademarks such as, but not limited to, Biofreeze, TheraBand, Perform, Cramer, Bon Vital, TheraPearl and Hygenic which are protected under applicable intellectual property laws and are owned by Performance Health Holdings Corp. through its subsidiaries. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights.

Fiscal Years

        References in this prospectus to fiscal years are to our fiscal years, which end on April 30. We refer to the fiscal year ended April 30, 2014 as fiscal 2014, the fiscal year ended April 30, 2015 as fiscal 2015 and the fiscal year ended April 30, 2016 as fiscal 2016.

iii

PROSPECTUS SUMMARY

This prospectus summary highlights information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock and is qualified by and should be read in conjunction with the more detailed information appearing elsewhere in this prospectus. You should carefully read the entire prospectus, including the financial data and related notes and "Risk Factors" before deciding whether to invest in our common stock. Unless otherwise indicated or the context otherwise requires, references in this prospectus to the "Company," "Performance Health," "we," "us" and "our" refer to Performance Health Holdings Corp. and its consolidated subsidiaries. All information in this prospectus assumes no exercise of the underwriters' option to purchase additional shares, unless otherwise noted.

Our Company

        Performance Health is a fast-growing, highly profitable, global consumer branded health, wellness and self-care company. Our products, distributed through clinical and retail channels both in the U.S. and internationally, help consumers accelerate recovery, relieve pain, increase strength, improve performance and enhance their quality of life. Hands-on healthcare practitioners trust and embrace our brands, as demonstrated by high in-clinic usage and recommendations to their patients and clients who in turn can purchase our products directly from their practitioner or at retail. This practitioner recommendation enhances our brands' visibility, credibility and loyalty among consumers and is an important competitive advantage that also drives retail demand. We believe the demand for our market leading brands, as well as the growth of our business, will continue to be supported by secular shifts in consumers' increasingly active lifestyles, an aging population and lower-cost self-care.

Source: Newton Report and, only with respect to information related to The Hygenic Corporation, Strategic Data Marketing.

(1)   The market share data and brand rank for The Hygenic Corporation is specific to U.S. sales of its dental dam product.

        Our brands address common health, wellness and self-care needs through a suite of practical products with nearly 100 years of heritage and protocols which are proven to deliver positive outcomes.

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The breadth of our product offering is a competitive advantage, not only in scope, but also because our products are complementary to one another and commonly promoted and used in tandem to address specific health, wellness and self-care needs. We expect that practitioner preference and the interconnectedness of our products and market leading brands will continue to drive growth. We also expect to capitalize on the secular shift by consumers to preventative healthcare and lower-cost in-home care driven by an aging population that wants to maintain an active, healthy and independent lifestyle in the face of growing chronic conditions.

        Our business centers on our unique engagement with the clinical community and the resulting preference for, and endorsement of, our brands and health, wellness and self-care solutions by hands-on healthcare practitioners. We engage with these practitioners by approaching them while they are students and provide them with career-long support such as practice-building tools, continuing education and the latest research. Consequently, we develop unique, symbiotic relationships that effectively align our brand building efforts with practitioners' focus on finding and retaining patients. They use our products in their practices, often endorsing them directly, and resell or dispense them to their patients, typically in tandem with a prescribed home regimen. Our strategic alignment with these hands-on healthcare practitioners serves as a true differentiator and creates a significant competitive advantage extending across our channels.

        Consumers are frequently introduced to our brands and solutions in the course of treatment by hands-on healthcare practitioners and will use our products during and after treatment, frequently becoming advocates themselves. Consumers are also increasingly self-diagnosing and self-treating with respect to their health and wellness needs. As a result, our clinical brands enjoy growing consumer demand in retail channels because they are effective, affordable and practitioner recommended. Further, in the U.S. and internationally, our products also experience meaningful retail channel demand pull, as retailers are motivated to stock recognizable brands that are requested by consumers. Our retail strategies have developed as natural extensions of our strong position in the clinical channel, both in the U.S. and internationally. Currently, we distribute our products in over 53,000 North American retail locations both on an individual product basis and by offering brands together through multi-product packages and multi-brand in-store displays, as well as in 105 countries outside of the United States with significant room for further penetration. We expect to increase our U.S. retail and international market penetration through the introduction of additional brands and products into currently served channels and markets and entry into new channels and markets.

        Within our specialty products offering that features the Hygenic brand, we leverage our competency with elastomeric formulation and processing to develop innovative custom solutions for leading dental, healthcare and industrial companies and believe that we have a leading market share in this business-to-business channel. The technological improvements that we develop within the specialty products offering continue as our intellectual property and are often applicable to new product development elsewhere in our platform.

        We have a proven history of acquiring innovative consumer branded health, wellness and self-care businesses that complement our existing suite of products, protocols and solutions and integrating them into the Performance Health platform. We also leverage nearly a century of developing elastomeric and topical products to address needs not currently met in the market. We intend to continue developing, acquiring and delivering appropriate health, wellness and self-care products and solutions that can be synergistically combined with our existing solutions-based offerings and distributed through our U.S. clinical, U.S. retail, international and specialty products channels.

        We have delivered strong financial results:

•

During fiscal 2015, we generated total net sales of $146.2 million, up from $115.8 million in fiscal 2014, representing a growth rate of 26.3% during the period. Net sales from acquisitions completed in fiscal 2015 and fiscal 2014 accounted for $22.0 million of the increase in net sales.

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During the first nine months of fiscal 2016, we generated total net sales of $117.7 million, up from $109.9 million in the first nine months of fiscal 2015, representing a growth rate of 7.1% during the period. Net sales from acquisitions completed in fiscal 2015 accounted for $1.8 million of the increase in net sales.

•

During fiscal 2015, we generated Adjusted EBITDA of $54.3 million, up from $43.0 million in fiscal 2014, representing a growth rate of 26.1%, and we generated net income of $6.9 million, up from $2.6 million in fiscal 2014. During the first nine months of fiscal 2016, we generated Adjusted EBITDA of $43.9 million, up from $42.1 million in the first nine months of fiscal 2015, representing a growth rate of 4.3%, and we generated net income of $5.7 million in the first nine months of fiscal 2016, down from $8.6 million in the first nine months of fiscal 2015. Our net income during each of these periods was impacted by significant non-cash amortization and interest expenses as a result of acquisitions and financings.

•

Our Adjusted EBITDA margins were 37.1% and 37.2% in fiscal 2015 and fiscal 2014, respectively. Our Adjusted EBITDA margins were 37.3% and 38.3% in the first nine months of fiscal 2016 and first nine months of fiscal 2015, respectively.

•

During fiscal 2015, we generated Adjusted Net Income of $18.6 million, up from $10.6 million in fiscal 2014, representing a growth rate of 74.8%. During the first nine months of fiscal 2016, we generated Adjusted Net Income of $12.8 million, down from $15.6 million in the first nine months of fiscal 2015, representing a decrease of 18.0%.

•

We generated strong free cash flow conversion of 96.0% in fiscal 2015 and 97.5% in fiscal 2014. We generated strong free cash flow conversion of 95.6% in the first nine months of fiscal 2016 and 96.0% in the first nine months of fiscal 2015.

•

We generated positive net sales growth in 40 of 45 years since fiscal 1971 and every year since the current platform was formed in 2006 following the acquisition of Biofreeze.

        Continuing net sales growth and strong Adjusted EBITDA margins and free cash flow conversion provide us with the flexibility to direct capital towards brand and business reinvestment, organic growth, acquisitions and deleveraging. We consider free cash flow conversion to be Adjusted EBITDA minus purchases of property, plant and equipment, divided by Adjusted EBITDA.

Industry Overview

        We compete in segments of the global consumer health and wellness market that represent $472 billion of the total market, based on data from Euromonitor International. We believe that our portfolio of leading brands and innovative solutions is well-positioned to capture rising consumer demand for health and wellness products, driven by an increase in active lifestyles, an aging population base, increases in chronic conditions, the emergence of the middle class around the globe and evolving consumer preferences with respect to health and wellness.

•

Increasingly active lifestyles—Consumers of all ages are increasingly adopting active lifestyles that promote long-term health and wellness. The percentage of adults meeting weekly aerobic activity target guidelines in the U.S. increased from 40% in 1998 to 52% in 2014, according to data from the U.S. Centers for Disease Control and Prevention.

•

An aging population base—There is a continuing shift toward older populations in developed markets worldwide. According to the U.S. Census, the population aged 65 and older in the U.S. alone is expected to increase from 43 million in 2012 to 73 million by 2030.

•

Increases in chronic conditions—The aging population suffers a higher incidence of chronic conditions associated with recurring physical pain and constraints that require continual attention and management. As of 2015, an estimated 39% of Americans over the age of 65, as well as

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32% of Americans between the pages of 45 and 54, suffer from chronic conditions, according to a 2014 report from Kantar Health.

•

Emergence of the middle class in developing nations—The rise in global spending power has given consumers worldwide increased access to high-quality products and more leisure time. The Organisation for Economic Co-operation and Development ("OECD") predicts that the global middle class will double between 2010 and 2020 and roughly triple by 2030, which we believe will drive growth of the consumer health and wellness category.

•

Evolving consumer preferences—Consumer demand for products that positively affect health and wellness is on the rise globally, as evidenced by the acceleration in growth of the consumer health and wellness category.

Driven by these secular trends, the growth rate of the global consumer health and wellness market is projected to accelerate from a 2010 - 2015 CAGR of 3.8% to a 2015 - 2019 CAGR of 5.0%, based on estimates of Euromonitor International. Our integrated platform has a broad suite of complementary products and solutions that are well positioned to capitalize on this growth.

        Within the consumer health and wellness market, we operate in clinical and retail channels. In many of our product categories, both clinical and retail product markets remain fragmented, presenting attractive opportunities for an established platform to achieve continued organic and inorganic growth. Overall, we are less penetrated in the U.S. retail channel as compared to the clinical channel and thus have significant opportunities to leverage our brands' clinical positioning and preference to increase U.S. retail market share and grow our business. In the U.S. retail channel, we distribute our brands through retailers including food, drug and mass retailers ("FDM"), sporting goods retailers and specialty retailers. We expect the U.S. retail market for our products to continue steady growth, driven by the demographic trends described above.

        Internationally, we have expanded our global footprint with presence in 105 countries outside of the United States, 45 of which we have entered since May 1, 2013, and we believe we have further opportunity to penetrate and grow. According to Euromonitor International, the international market for consumer health and wellness products has grown and is projected to grow at a faster rate than the U.S. market.

        The U.S. clinical market is our most developed channel and consists of topical analgesic, therapy, sports medicine and professional massage therapy products, often marketed together, to hands-on healthcare practitioners and where we command high market shares. Our leading brands in the clinical channel expose our products and the Performance Health master brand to millions of consumers who trust the recommendations of their hands-on healthcare practitioners, use our products and subsequently drive demand in the retail channel. For instance, approximately 34 million U.S. adults seek chiropractic care each year with a similar number of individuals seeing massage therapists, according to reports from the Gallup-Palmer College of Chiropractic and the American Massage Therapy Association. Other types of practitioners, such as physical therapists, also treat a significant number of individuals that are exposed to our products. Consequently, our leading brands in the clinical channel continuously reinforce retail channel growth while creating a significant competitive advantage.

Evolution of Our Business

        Performance Health has established a foundation of quality, authenticity, clinical effectiveness and hands-on healthcare practitioner loyalty that we trace back to the Cramer brand's creation in 1918 and the formation of The Hygenic Corporation, a dental rubber manufacturing enterprise that produced hard rubber used in the dental industry, in 1925.

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•

In 1978, we introduced the first progressive resistance band offering, TheraBand, pioneering the category and beginning our shift toward health, wellness and self-care products.

•

In 1988, we initiated the sale of TheraBand products in Europe through our first international distributors. In 2009, we transitioned this formerly opportunistic initiative into a proactive, higher-growth and regionally-managed channel.

•

In 1999, we launched Performance Health Academy and Performance Health Scientific Advisory Committee to strengthen our position as a leader in evidence-based research, outcomes and education.

•

In 2006, the merger of TheraBand and Biofreeze launched the broader cross-channel platform that is now Performance Health.

•

In 2009, we introduced Perform and began to actively establish a growing U.S. retail presence.

•

To further leverage the strengths of our synergistic health, wellness and self-care platform, we acquired Cramer Products in 2013 and Bon Vital and TheraPearl in 2014 to complement the ongoing organic innovation and channel reach of our brands.

        Today, we have a portfolio of leading, complementary brands that are synonymous with the markets they serve and enjoy hands-on healthcare practitioner loyalty fostered by years of evidence-based research, education, protocols and practice-building support. Our strong foundation with a broad base of practitioners translates into clinical and retail growth, both in the U.S. and internationally, driven by consumer demand generated through practitioner preference and endorsement and retailers' desire to stock clinically proven products. We believe that our long-term commitment to investments in advancing patient care and supporting practitioners will continue to yield market leading applications, category-defining products, significant practitioner loyalty and brand adoption that will underpin our continued growth.

Our Competitive Strengths

        We believe that the following strengths differentiate us from our competitors and will drive continued sales and profit growth:

Strong Practitioner Loyalty for our Leading Brands

        Our widely recognized and established portfolio of complementary, market leading brands has years of proven clinical effectiveness, supported by deep loyalty among hands-on healthcare practitioners and consumers. For example, Biofreeze and TheraBand are both number one brands in their respective categories, each with over 70% Share and Unaided Awareness of 88% and 98%, respectively. Likewise, Bon Vital and Cramer each has the number two Share in their respective categories. Our leading market positions are the result of decades of practitioner engagement, which differentiates our brands from those of our competitors. In addition, we commonly promote multiple brands, as well as solution sets comprised of multiple brands, that address specific ailments to hands-on healthcare practitioners, further differentiating ourselves from mono-branded competitors. Moreover, the base of practitioner awareness and preference for our brands, combined with the proven efficacy of our products, creates a self-reinforcing cycle of product awareness, trial and referral by hands-on healthcare practitioners, who advocate for us while providing proven treatments. This practitioner validation promotes brand awareness and elevates trust among consumers, also generating demand pull from retailers in both international and domestic markets.

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Product Alignment with Growing Consumer Needs

        We are uniquely positioned at the intersection of branded consumer products and science-based health, with solutions that capitalize on significant long-term demographic and economic trends while addressing the full spectrum of lifestyle care across all ages, including exercise, performance, recovery, pain relief, rehabilitation and wellness. In the U.S., the population is increasingly focused on preventative healthcare and maintaining an active lifestyle. The natural aging process increases the incidence of chronic conditions such as back pain and arthritis, which are frequently accompanied by physical pain and lifestyle constraints. Such conditions require continual personal attention and management, generating demand among sufferers for convenient, cost-effective and proven solutions. Our products are "healthcare-lite" in that they capitalize on a growing consumer preference to satisfy healthcare needs without resorting to invasive surgical procedures or costly prescription medications, both of which can carry undesirable side effects.

Unique Multi-Channel Strategy

        Our differentiated positioning, core clinical competency and preferred status among a growing population of domestic and international consumers enable us to bring our brands to market through multiple channels:

•

U.S. clinical—Our commercial and brand-building focus centers on the U.S. clinical channel, where a large number of hands-on healthcare practitioners embrace and endorse our products through use in the course of treatments complemented by prescribed home regimens. Our position in this market is enhanced by our in-house clinical marketing and education teams that engage practitioners by reaching them first while they are students and providing them with ongoing support throughout their careers, including practice-building tools and the latest research. Consequently, this practitioner base has long tenured loyalty and enthusiasm for our brands that extends to our consumers.

•

U.S. retail—Our strong position in the U.S. clinical channel generates consumer awareness, trust and latent demand that drive growth in our U.S. retail channels, such as FDM, sporting goods and specialty retail. The extensive use of our products by hands-on healthcare practitioners instills confidence in patients, who are also consumers, in the quality and clinical effectiveness of our products and generates retailer demand pull because our products are directly requested by consumers. This dynamic creates an opportunity to drive our clinical brands throughout retail channels and has the added benefit of turning more consumers into brand advocates.

•

International—We have expanded into international retail and professional markets through a growing global network of distributors as a result of the reputation of our brands as leading practitioner-recommended products in the U.S. We typically enter a new country with a smaller number of products from a single brand, opening the opportunity for introduction of additional brands and products over time. Since May 1, 2013, we have entered 45 of the 105 countries outside of the United States where we currently distribute. We believe we have significant room for further penetration across international markets as we continue to expand and deepen our relationships in each of these countries, in part because our entire brand portfolio is not sold in every international market where we have a presence with one or several of our brands.

•

Specialty Products—Specialty Products is a business-to-business channel providing customized solutions for leading dental, healthcare and industrial companies that have been our customers for decades and shares common products and distributors within our U.S. clinical channel.

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Proven Innovation Capabilities

        Our product development capabilities have enabled our success in innovating into new and adjacent products, channels and end-user markets. Due to our unique engagement with hands-on healthcare practitioners and consumers, we gain insights that help us develop relevant new products. Our product development function is organized to find and address new and adjacent needs and to continuously improve upon our existing products. The engineering requirements and formulations necessary to develop and produce many of our products are highly-specialized and cannot be easily replicated by our competitors. Our contributions to the field of health, wellness and self-care include category-defining products under the Biofreeze, TheraBand, TheraPearl, Cramer and Hygenic brands. As of January 31, 2016, our patent portfolio consisted of 103 secured and 55 pending patents.

Efficient Manufacturer Supported by a Flexible Global Supply Chain

        Leveraging over 90 years of manufacturing experience, Performance Health has developed efficient, low-cost manufacturing processes. We are a market leader in the custom manufacturing of highly engineered natural rubber, latex, polyisoprene and thermoplastic elastomeric components and have developed a core competency around manufacturing custom-formulated products with strict technical and quality specifications. When a product requires significant technical expertise to produce, such as specialty products and TheraBand, we are able to rely on our robust in-house capabilities. We optimize our cost structure by balancing in-house manufacturing with high quality, low cost third-party manufacturers based on volume, material inputs and technological complexity. Our flexible, asset-lite supply chain translates into a global, lean operational footprint that generates strong free cash flow conversion.

Consistent History of Strong Financial Performance and Free Cash Flow Conversion

        We have delivered consistent sales growth and a highly-visible sales stream with approximately 90% of our net sales in fiscal 2015 attributable to single-use or single-consumer-use products, based on management's estimates. Our attractive Adjusted EBITDA margins (37.1% in fiscal 2015) are achieved through strong brands that often yield premium pricing and the ability to deliver annual price increases. Our Adjusted EBITDA margins, sales growth and low capital expenditures result in significant annual free cash flow conversion. In fiscal 2015, we achieved free cash flow conversion of 96.0%. This substantial free cash flow generation enables us to make meaningful investments in brands, personnel and product development to drive future growth and margin enhancement, acquire attractive businesses and pay down debt.

Experienced Management Team with Demonstrated Track Record

        Our management team, led by Marshall Dahneke, our Chief Executive Officer, Rocco Mango, our President and Chief Operating Officer, and Scott Emerick, our Chief Financial Officer, has significant experience leading businesses in the health, wellness and self-care and manufacturing industries. Messrs. Dahneke, Mango and Emerick have a combined 80 years of relevant industry experience, and Messrs. Dahneke and Mango have helped build our strategy and platform, which has resulted in strong financial results and a significant global growth opportunity.

Our Growth Strategy

        We believe significant incremental growth potential exists in cross-selling complementary brands across multiple sales channels, creating system solutions from our multi-brand offering and leveraging our competitive strengths. In addition, we see attractive opportunities to grow through new product offerings, international expansion and strategic acquisitions.

7

Cross-Sell Leading Brands through Multi-channel Capabilities

        We believe we can significantly grow our business by cross-selling our current product platform through multiple channels. We have developed deep relationships with hands-on healthcare practitioners and our brands' Shares and Unaided Awareness reflect our investment in these relationships. The brand loyalty that our consumers develop creates demand for our products at retail. To capitalize on this latent demand, we have built a strong U.S. retail channel team and meaningfully expanded our distribution within this channel. Our products are currently available in over 53,000 North American retail locations. We believe that our retail sales will continue to grow as we introduce and actively drive our full product portfolio into this channel, emphasizing multi-brand in-store displays and multi-product packages under the Performance Health master brand, while continuing to add new retail customers. We have similarly invested in building a strong international distributor management team and have expanded our global footprint with distributors in 105 countries outside of the United States, 45 of which we have entered since May 1, 2013 and where we believe we have further opportunity to grow. Similar to our U.S. retail channel, we believe we enjoy attractive growth potential internationally as we introduce and cross-sell our entire brand portfolio across this network, especially in those countries we recently entered. Further, we expect the success of these cross-selling strategies will continue to be bolstered by the ongoing strength and growth of our U.S. clinical channel.

Expand Our Solutions-based Approach

        We promote a solutions-based approach, focused on leveraging our products with clear usage protocols backed by evidence-based research to address specific, common health, wellness and self-care needs. We have historically done so as a mono-brand and then a duo-brand company. With the recent additions of Cramer, Bon Vital and TheraPearl, we are now pursuing opportunities to elevate the effectiveness of our solutions by using multiple brands in concert to achieve more holistic, broader, system solutions. As we continue to develop and expand our platform, we expect to more fully address common needs by offering additional multi-brand solution sets. We intend to leverage our clinical competencies of education and evidence-based research to give practitioners the protocols necessary to implement broader system solutions involving multiple Performance Health brands. This strategy further strengthens practitioner and consumer satisfaction with our products, increases awareness and drives growth across the entire portfolio. This growth strategy also strengthens and unites a platform that can readily integrate additional brands, further differentiating us from our mono-branded competitors.

        One multi-brand, system-solution approach can be illustrated by examining how a range of our products combined with protocols can be used to more comprehensively treat low back pain. Back pain is the second most frequent medical complaint in the U.S. with lifetime prevalence of 80% and a one-year prevalence rate of 15% - 20%, which is predominantly comprised of low back pain.

8

Illustrative example: low back pain system solution

        A typical consumer will not achieve their desired outcome without clear and easily accessible protocols. We are developing these system offerings and protocols to support a multi-brand solutions-based approach, delivered to consumers via practitioners, web apps, videos and booklets.

Accelerate Growth through Continued Innovation

        We have an established history of driving growth through pioneering new categories and next generation products, capitalizing on new trends and introducing innovative product extensions under our brands. Our product development organization has enabled us to innovate into new and adjacent products and end-user markets. To fulfill its mandate of identifying and addressing needs that are not sufficiently satisfied in the market today, our product development team oversees a multi-stage screening process that assesses and prioritizes new ideas, whether originating inside or outside of the company. Then the team interviews customers and users, reviews the competitive landscape, develops prototypes and solicits additional feedback prior to commercialization. We will continue to leverage our product development capabilities to develop and expand our product offerings and categories in ways that provide next-generation solutions addressing unmet needs of consumers.

Expand Global Footprint to Grow Internationally

        We believe that expanding and deepening our international footprint will continue to be a growth engine, both through expansion into new countries and further penetrating established and recently entered markets. The credibility of our clinical brands enables international expansion, as overseas professionals want to use, and retailers seek to stock, the leading U.S. clinically endorsed brands. The accelerating pace of our international expansion is indicative of our brands' powerful draw. Since May 1, 2013, we have entered 45 of the 105 countries outside of the United States where we currently sell our products. We have likewise grown and strengthened our international sales team that effectively drives growth through our international distributors. In our existing international markets, there is significant opportunity to introduce additional brands and begin implementing both solutions-based and multi-channel strategies.

Pursue Strategic Acquisitions

        We have a proven track record of acquiring and integrating new synergistic brands into our offering platform. Having acquired Cramer, Bon Vital and TheraPearl in the last two years, we are now more frequently approached as a potential acquirer of businesses and products in the health, wellness

9

and self-care industry, and we maintain a robust pipeline of future acquisition opportunities. Our acquisition focus remains on companies in adjacent product categories that can benefit from the strength of our multi-channel network. We have historically used our cash flow to fund the opportunities we source. Given the number of available opportunities, we approach acquisitions selectively, seeking out companies with strong brand recognition and clear alignment with our platform, yielding attractive cross-selling potential. Management has built a replicable acquisition strategy by accelerating product roll-out through our existing clinical practitioners, retail channels and international and specialty products network that we believe will continue to support growth in the future.

Risk Factors

        An investment in our common stock involves risk. Any of the factors set forth under "Risk Factors" may limit our ability to successfully execute our business strategy. You should carefully consider all of the information set forth in this prospectus and, in particular, you should evaluate the specific factors set forth under "Risk Factors" in deciding whether to invest in our common stock. Among these important risks are the following:

•

We may not be successful in implementing or maintaining our business strategies;

•

We may fail to maintain our brands and relationships with hands-on healthcare practitioners, who are not contractually obligated to use or endorse our products and therefore are under no continuing obligation to do so, or fail to cultivate new relationships with new hands-on healthcare practitioners;

•

We are exposed to commodity price volatility, particularly with respect to the price of latex, menthol and polyisoprene;

•

We may not be successful in developing and marketing new products or product enhancements or finding new applications for our existing products, which could impair our growth plans;

•

We depend on arrangements with independent third-party distributors from which we derive a substantial portion of our net sales, and in certain circumstances, the loss of such an arrangement could adversely affect our net sales and our ability to have our products delivered to hands-on healthcare practitioners;

•

We have identified control deficiencies that constitute a material weakness in our internal control over financial reporting;

•

Due to our high level of indebtedness, we may have difficulty satisfying our obligations, which may place us at a competitive disadvantage;

•

We are subject to risks of doing business internationally;

•

Our Sponsor owns a substantial portion of our outstanding equity and its interests may not always coincide with the interests of our other stockholders; and

•

Our business plan relies on assumptions concerning demographic and other trends, which if incorrect could adversely affect our business plan and results of operations.

Our Sponsor

        Gridiron Capital, LLC ("Gridiron Capital," "Gridiron" or our "Sponsor") is a private equity firm focused on investing in and growing leading companies that have significant opportunities for market expansion. The firm's principals combine a long track record of investing with executive and operating management experience and a personal history of working in family-owned and -operated businesses. Utilizing this experience, Gridiron focuses on creating long-term sustainable value in each of its companies by working in collaboration with its companies' management teams to establish a shared

10

vision and execute on specific strategies. With more than a dozen investment professionals, Gridiron manages over a billion dollars of committed capital. Gridiron Capital seeks to make control investments in consumer products, services and niche manufacturing companies. Gridiron Capital is based in New Canaan, Connecticut. Immediately following the completion of this offering, PHW Equity Investors, L.P., whose voting and investment decisions are controlled by entities affiliated with our Sponsor, will own approximately            % of our outstanding common stock, or             % if the underwriters' option to purchase additional shares of common stock is exercised in full. Three of our directors, Messrs. Burger, Jr., Conese, Jr. and Jackson are affiliated with our Sponsor.

Corporate Information

        We are a Delaware corporation that was incorporated in October 2012 in connection with our Sponsor's acquisition of our business. Our principal executive offices are located at 1245 Home Ave., Akron, Ohio 44310. Our telephone number is (330) 633-8460 and our website can be found at http://www.performancehealth.com. The information on, or that can be accessed through, our website is not part of this prospectus, and you should not rely on any such information in making the decision whether to purchase our common stock.

Implications of Being an Emerging Growth Company

        As a company with less than $1.0 billion in revenue during our most recently completed fiscal year, we qualify as an "emerging growth company" as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As an emerging growth company, we may take advantage of exemptions from disclosure and other requirements that are otherwise applicable generally to public companies that are not emerging growth companies. These provisions include:

•

Reduced disclosure about our executive compensation arrangements;

•

Presentation of only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure in this prospectus;

•

No non-binding shareholder advisory votes on executive compensation or golden parachute arrangements; and

•

Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

        We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we (1) have more than $1.0 billion in annual revenues as of the end of our fiscal year, (2) are a large accelerated filer and have more than $700.0 million in market value of our stock held by non-affiliates as of the end of our second fiscal quarter or (3) issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced disclosure obligations. We have taken advantage of reduced disclosure regarding executive compensation arrangements in this prospectus, and we may choose to take advantage of some but not all of these reduced disclosure obligations in future filings. If we do, the information that we provide stockholders may be different than you might get from other public companies in which you hold stock.

        The JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

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The Offering

Common stock offered by us	shares (or                shares if the underwriters exercise their option to purchase additional shares in full).
Common stock to be outstanding immediately after completion of this offering	shares (or                shares if the underwriters exercise their option to purchase additional shares in full).
Underwriters' option to purchase additional shares	We have granted the underwriters a 30-day option to purchase an additional                shares.
Use of proceeds	We expect to receive net proceeds, after deducting estimated offering expenses and underwriting discounts and commissions, of approximately $                million, based on an assumed offering price of $                per share (the midpoint of the range set forth on the cover of this prospectus). We intend to use the net proceeds from this offering to repay some or all of the outstanding principal on the term loan under our Second Lien Credit Facility, plus accrued interest thereon. See "Use of Proceeds."
Dividend policy	Our board of directors does not currently intend to pay regular dividends on our common stock. See "Dividend Policy."
Listing	We have applied to have our common stock listed on the NASDAQ Global Market under the symbol "PHC."
Risk factors	You should read carefully the "Risk Factors" section of this prospectus for a discussion of factors that you should consider before deciding to invest in shares of our common stock.

        References in this section to number of shares of common stock to be issued and outstanding after this offering is based on shares issued and outstanding as of                        , 2016, and excludes:

•

                shares of common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $                per share (of which                shares are issuable upon the exercise of vested stock options) as of                        , 2016; and

•

                shares of common stock reserved for issuance, and not subject to outstanding options, under the 2012 Option Plan and the 2016 Omnibus Incentive Plan as of                     , 2016.

        Except as otherwise indicated, all information in this prospectus:

•

assumes the automatic conversion of our all of our non-voting common stock into an equal number of shares of voting common stock in connection with the completion of this offering;

•

assumes no exercise of the underwriters' option to purchase additional shares; and

•

assumes an initial public offering price of $                per share (the midpoint of the range set forth on the cover of this prospectus).

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Summary Consolidated Financial Information and Other Data

        The following table sets forth our summary historical financial information and other data as of the dates and for the periods indicated. The summary historical financial information as of and for the years ended April 30, 2015 and 2014 presented in this table have been derived from our audited consolidated financial statements included elsewhere in this prospectus, and the summary historical financial information as of and for the nine months ended January 31, 2016 and January 31, 2015 are derived from our unaudited condensed consolidated financial statements appearing elsewhere in this prospectus. Historical results are not necessarily indicative of the results to be expected for future periods and operating results for the nine months ended January 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2016.

        This summary consolidated financial information and other data should be read in conjunction with the disclosures in "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the audited consolidated financial statements and the related notes thereto appearing elsewhere in this prospectus.

	For the nine months ended January 31,						For the year ended April 30,
	2016			2015			2015			2014
	(dollars in thousands, except per share data)
Consolidated Statements of Operations Data
Net sales	$	117,675		$	109,878		$	146,194		$	115,762
Cost of products sold		46,763			45,662			61,269			49,773
Gross profit		70,912			64,216			84,925			65,989
Selling, general and administrative expenses		39,675			35,270			50,733			39,578
Income from operations		31,237			28,946			34,192			26,411
Other income (expense):
Interest expense, net		(22,382	)		(14,373	)		(20,739	)		(20,179	)
Extinguishment of long-term debt		—			—			(1,034	)		(1,664	)
Bargain purchase gain		—			—			—			2,315
Other, net		27			—			(170	)		(708	)
Total other income (expense)		(22,355	)		(14,373	)		(21,943	)		(20,236	)
Income before income taxes		8,882			14,573			12,249			6,175
Provision for income taxes		3,191			5,930			5,359			3,546
Net income	$	5,691		$	8,643		$	6,890		$	2,629
Per share information:
Net income per share:
Basic	$	4.23		$	6.43		$	5.12		$	1.97
Diluted	$	4.18		$	6.41		$	5.10		$	1.97
Weighted average shares outstanding:
Basic		1,345,058			1,344,621			1,344,749			1,337,220
Diluted		1,362,602			1,347,733			1,351,572			1,337,220
Pro forma net income per share unaudited:(1)
Basic	$			$			$			$
Diluted	$			$			$			$
Pro forma weighted average shares outstanding unaudited:(1)
Basic
Diluted

13

	For the nine months ended January 31,						For the year ended April 30,
	2016			2015			2015			2014
	(dollars in thousands)
Other financial data:
Cash flows from:
Operating activities	$	10,245		$	18,424		$	21,535		$	15,399
Investing activities		(3,181	)		(19,817	)		(20,601	)		(22,269	)
Financing activities		(2,911	)		6,673			1,065			5,657
Depreciation and amortization		8,977			9,647			12,868			11,861
Capital expenditures(2)		1,946			1,696			2,151			1,070
EBITDA(3)	$	40,241		$	38,593		$	45,856		$	38,215
Adjusted EBITDA(3)	$	43,882		$	42,077		$	54,255		$	43,029
Adjusted Net Income(3)	$	12,820		$	15,635		$	18,576		$	10,628

			As of April 30,
	As of January 31, 2016
			2015		2014
	(dollars in thousands)
Consolidated balance sheet data:
Cash and cash equivalents	$	8,525	$	4,524	$	2,764
Net working capital(4)		40,392		35,003		31,188
Goodwill and intangible assets		371,220		377,750		369,831
Property, plant and equipment, net		12,151		11,663		12,604
Total assets		448,577		443,194		428,894
Total debt		382,265		383,542		243,964
Total stockholders' equity and redeemable common stock		8,417		4,094		130,447

(1)

In accordance with SEC Staff Accounting Bulletin Topic 1.B.3, pro forma weighted average share and per share data are presented to give effect to the pro forma earnings per share impact of the distribution in February 2015, which was in excess of our net income for fiscal 2015.

(2)

Capital expenditures exclude purchases of software and other capitalized expenses related to our ERP implementation of $1.4 million and $0.7 million in fiscal 2015 and fiscal 2014, respectively, and $1.2 million for the nine months ended January 31, 2016.

(3)

EBITDA represents net income before interest expense, provision for income taxes, depreciation and amortization. Adjusted EBITDA represents net income before interest expense, provision for income taxes, depreciation, amortization and certain items that we do not consider representative of our ongoing operating performance. Adjusted Net Income represents net income adjusted for certain items, which may be recurring, that we do not consider representative of our ongoing operating performance.

EBITDA, Adjusted EBITDA and Adjusted Net Income as presented in this prospectus are supplemental measures of our performance that are neither required by, nor presented in accordance with generally accepted accounting principles ("GAAP"). EBITDA, Adjusted EBITDA and Adjusted Net Income are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity. In addition, in evaluating EBITDA, Adjusted EBITDA and Adjusted Net Income, you should be aware that in the future we will incur expenses or charges such as those added back to calculate EBITDA, Adjusted EBITDA and Adjusted Net Income. Our presentation of EBITDA,

14

Adjusted EBITDA and Adjusted Net Income should not be construed as an inference that our future results will be unaffected by these or other unusual or nonrecurring items.

EBITDA, Adjusted EBITDA and Adjusted Net Income have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under GAAP, in particular, in the case of EBITDA and Adjusted EBITDA (i) they do not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments, (ii) they do not reflect changes in, or cash requirements for, our working capital needs, (iii) they do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements, (v) they do not adjust for all non-cash income or expense items that are reflected in our statements of cash flows, (vi) they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations and (vii) other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures. In the case of Adjusted Net Income, this measure does not give effect to certain costs that we believe are not representative of our ongoing operating performance, but which may be recurring.

We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from such non-GAAP financial measures. We further compensate for the limitations in our use of non-GAAP financial measures by presenting comparable GAAP measures prominently.

We believe EBITDA, Adjusted EBITDA and Adjusted Net Income facilitate operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. Specifically, our senior secured credit facilities contain financial ratio conditions that use Adjusted EBITDA as a measure of our financial health. We also present EBITDA, Adjusted EBITDA and Adjusted Net Income because (i) we believe these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry and (ii) we use EBITDA, Adjusted EBITDA and Adjusted Net Income internally as benchmarks to evaluate our operating performance or compare our performance to that of our competitors.

In the tables below, we have provided a reconciliation of EBITDA, Adjusted EBITDA and Adjusted Net Income to our net income, the most directly comparable financial measure calculated and presented in accordance with GAAP. EBITDA, Adjusted EBITDA and Adjusted Net Income should not be considered as an alternative to net income or any other measure of financial performance calculated and presented in accordance with GAAP. Our EBITDA, Adjusted EBITDA and Adjusted Net Income may not be comparable to similarly titled measures of other organizations because other organizations may not calculate EBITDA, Adjusted EBITDA and Adjusted Net Income in the same manner as we do.

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        The following table provides a reconciliation of EBITDA and Adjusted EBITDA to our net income for the periods presented.

	For the nine months ended January 31,				For the year ended April 30,
	2016		2015		2015		2014
	(dollars in thousands)
Net income	$	5,691	$	8,643	$	6,890	$	2,629
Depreciation and amortization		8,977		9,647		12,868		11,861
Interest expense, net		22,382		14,373		20,739		20,179
Income taxes		3,191		5,930		5,359		3,546
EBITDA		40,241		38,593		45,856		38,215
Acquisition related costs(a)		68		2,150		2,177		2,573
Costs associated with proposed initial public offering(b)		2,042		198		585		—
Bargain purchase gain(c)		—		—		—		(2,315	)
Debt refinancing(d)		—		—		2,941		1,835
Stock-based compensation(e)		514		118		1,341		356
Management fee and reimbursed expenses(f)		823		864		1,119		1,052
Other(g)		194		154		236		1,313
Adjusted EBITDA	$	43,882	$	42,077	$	54,255	$	43,029

(a)

In connection with our acquisitions, we incurred acquisition-related costs consisting of: investment banking, legal and other professional services costs; the recording of non-cash fair value adjustments associated with acquisition accounting; the disposal of property, plant and equipment and associated disposal costs; and costs associated with the write-off of non-operating assets.

(b)

Represents costs associated with this offering. These consisted mainly of legal, accounting and other professional advisory services costs.

(c)

During fiscal 2014, we recognized a bargain purchase gain of $2.3 million related to our acquisition of Cramer Products, Inc.

(d)

Includes expenses associated with our debt refinancings and modifications during fiscal 2015 and fiscal 2014, including our loss upon the extinguishment of debt of $1.0 million and $1.7 million during the respective periods.

(e)

Represents the non-cash charge attributable to our stock-based compensation expense.

(f)

Pursuant to our management agreement with Gridiron Capital, LLC for advisory, transaction and oversight services, we are required to pay an annual advisory fee and reimburse Gridiron Capital, LLC for its out-of-pocket expenses. In addition, we are obligated to pay a transaction fee related to the consummation of a material financing or business acquisition. This agreement will terminate upon the completion of this offering.

(g)

Represents certain non-recurring and unusual or non-operational losses primarily related to non-consummated acquisition costs, costs associated with the ongoing liquidation of a German subsidiary, facility reorganization and software write-off.

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The following table provides a reconciliation of Adjusted Net Income to our net income for the periods presented.

	For the nine months ended January 31,						For the year ended April 30,
	2016			2015			2015			2014
	(dollars in thousands)
Net income	$	5,691		$	8,643		$	6,890		$	2,629
Acquisition related costs(a)		68			2,150			2,177			2,573
Costs associated with proposed initial public offering(b)		2,042			198			585			—
Bargain purchase gain(c)		—			—			—			(2,315	)
Debt refinancing(d)		—			—			2,941			1,835
Stock-based compensation(e)		514			118			1,341			356
Management fee and reimbursed expenses(f)		823			864			1,119			1,052
Amortization expense(g)		7,765			7,703			10,297			9,373
Other(h)		194			154			236			1,313
Tax impact of adjustments to net income(i)		(4,277	)		(4,195	)		(7,010	)		(6,188	)
Adjusted Net Income	$	12,820		$	15,635		$	18,576		$	10,628

(a)

In connection with our acquisitions, we incurred acquisition-related costs consisting of: investment banking, legal and other professional services costs; the recording of non-cash fair value adjustments associated with acquisition accounting; the disposal of property, plant and equipment and associated disposal costs; and costs associated with the write-off of non-operating assets.

(b)

Represents costs associated with this offering. These consisted mainly of legal, accounting and other professional advisory services costs.

(c)

During fiscal 2014, we recognized a bargain purchase gain of $2.3 million related to our acquisition of Cramer Products, Inc.

(d)

Includes expenses associated with our debt refinancings and modifications during fiscal 2015 and fiscal 2014, including our loss upon the extinguishment of debt of $1.0 million and $1.7 million during the respective periods.

(e)

Represents the non-cash charge attributable to our stock-based compensation expense.

(f)

Pursuant to our management agreement with Gridiron Capital, LLC for advisory, transaction and oversight services, we are required to pay an annual advisory fee and reimburse Gridiron Capital, LLC for its out-of-pocket expenses. In addition, we are obligated to pay a transaction fee related to the consummation of a material financing or business acquisition. This agreement will terminate upon the completion of this offering.

(g)

Represents non-cash amortization charges primarily related to finite-lived intangible assets from our acquisitions.

(h)

Represents certain non-recurring and unusual or non-operational losses primarily related to non-consummated acquisition costs, costs associated with the ongoing liquidation of a German subsidiary, facility reorganization and software write-off.

(i)

Represents the tax impact on adjustments to net income using a tax rate of 37.5%, as applicable.

(4)

Net working capital is calculated as current assets (other than cash and cash equivalents) minus current liabilities (other than debt).

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RISK FACTORS

An investment in our common stock involves various risks. You should carefully consider the following risks and all of the other information contained in this prospectus before investing in our common stock. The risks described below are those which we believe are the material risks that we face. Additional risks not presently known to us or which we currently consider immaterial may also adversely affect our company. Our results of operations, cash flows, financial condition and liquidity could be materially adversely affected by any of these risks. The market or trading price of our common stock could decline due to any of these risks, and you may lose part or all of your investment in our common stock.

Risks Related to Our Business and Industry

If we cannot successfully implement or maintain our business strategies, our business and results of operations will be adversely affected.

        We may not be able to successfully implement our business strategies. Our business strategies involve many components including increasing our net sales by introducing new products, finding new applications for our existing products, educating hands-on healthcare practitioners about the clinical benefits of our products and the manner in which they may be used and thereby increasing the number of hands-on healthcare practitioners that use and recommend our products during the course of treatment and expanding the number of retail locations in which our products are sold. We may not be able to successfully implement or maintain any of these strategies. A significant turnover in our existing sales force, our inability to recruit and train additional qualified members of our sales force, or our inability to find dependable third-party distributors for our products would severely impair our ability to implement these strategies. Moreover, even if we successfully implement our business strategies, our operating results may not improve. Also, we may decide to alter or discontinue aspects of our business strategy and may adopt different strategies due to business or competitive factors or factors not currently foreseen, such as the introduction of new products by our competitors or new technologies that would make our products less marketable or even obsolete. Any such failure may adversely affect our business and results of operations.

We rely heavily on our brands and relationships with hands-on healthcare practitioners who use our products in clinics and recommend them to their patients, and our failure to maintain these brands and relationships and cultivate new relationships with new practitioners could adversely affect our business.

        We have developed and maintain close relationships with a number of hands-on healthcare practitioners, and we believe that net sales of our products depend significantly on their use and recommendation of our products in the course of providing treatment. Any failure to maintain these relationships or to develop similar relationships with other hands-on healthcare practitioners, such as through engagement with students or providing marketing tools, could result in a decrease in the use and recommendation of our products, particularly because hands-on healthcare practitioners are not contractually obligated to use or endorse our products and are therefore under no continuing obligation to do so.

        Developing and maintaining our brands, including our Performance Health master brand, is critical to our success. Because consumers and hands-on healthcare practitioners are under no obligation to purchase our products, our success is directly dependent on the perception of our Performance Health master brand and our individual brands by consumers and hands-on health-care practitioners, and this is likely to become of even greater importance as competitors offer more products similar to ours.

        The success of our brands may suffer if our marketing plans or product initiatives do not have the desired impact on our brands' image or its ability to attract customers. Further, the value of our brands could diminish significantly due to a number of factors, including perceptions by consumers and hands-on healthcare practitioners that we have acted in an irresponsible manner, adverse publicity

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about our products (whether or not valid), any failure to maintain the quality of our products, product contamination, the failure of our products to deliver consistently positive consumer experiences, or our products becoming unavailable to consumers. As a result of our strategy to market our brands together under the Performance Health brand, damage to the value of one brand could adversely affect the value of other brands and the Performance Health master brand. The growing use of social and digital media by consumers increases the speed and extent that information and opinions can be shared. Negative posts or comments about us or our brands or products on social or digital media could damage our brands and reputation. If we fail to maintain the favorable perception of our brands, our business could be negatively impacted.

Our business is exposed to commodity price risks.

        Our business is subject to changes in underlying commodity prices in commodities markets for materials we use in our products, primarily latex, menthol and polyisoprene. In addition, open purchase and sale commitments are subject to changes in value between the date the purchase or sale is fixed (the trade date) and the date materials are delivered or received (the settlement date). We may at times seek to minimize the effect of price changes through the establishment of long-term commodity contracts, which allow us to purchase commodities at opportune times when the prices are low for delivery in the future. However, there can be no assurance that these activities will be adequate to protect us against commodity price risks associated with our business activities. We may be unable to establish such contracts, and if we are able to, they may not provide the desired protection and may even result in financial loss.

If we are unable to develop and market new products or product enhancements or find new applications for our existing products, we may not achieve our growth plans.

        Our future success and our ability to increase net sales and earnings depend, in part, on our ability to acquire or develop, license and distribute new products, enhance our existing products and find new applications for our existing products. However, we may not be able to:

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successfully develop or acquire new products or enhance existing products;

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find new applications for our existing products;

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manufacture, market and distribute new products or enhance existing products in a cost-effective manner;

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establish relationships with marketing partners for any of these products; or

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obtain required regulatory clearances and approvals for any of these products.

        In addition, if any of our new or enhanced products contain undetected errors or design defects, especially when first introduced, or if new applications that we develop for existing products do not work as planned, our ability to market these products could be substantially delayed or otherwise materially adversely affected, resulting in lost net sales, potential damage to our reputation or refusal by hands-on healthcare practitioners to accept these products.

We are subject to the risk of doing business internationally.

        In fiscal 2015, approximately 19% of our net sales were attributable to our international business, which we expect to increase as a percentage of sales in the future. We operate and expect to operate in regions and countries where we have little or no experience, and we may not be able to market our products in, or develop new products successfully for, these markets. We may also encounter other risks of doing business internationally including:

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unexpected changes in, or impositions of, legislative or regulatory requirements;

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fluctuations in foreign exchange rates, which could cause fluctuations in the price of our products in foreign markets or cause fluctuations in the cost of certain raw materials purchased by us, such as costs in foreign currencies to maintain foreign operations including in Greece and Malaysia;

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delays resulting from difficulty in obtaining export licenses, tariffs and other barriers and restrictions, potentially longer payment cycles, greater difficulty in accounts receivable collection and potentially adverse tax treatment;

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potential trade restrictions and exchange controls;

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differences in protection of our intellectual property rights; and

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the burden of complying with a variety of foreign laws.

        In addition, we are subject to general geopolitical risks in foreign countries where we operate, including in Malaysia where we operate a manufacturing facility, such as political and economic instability and changes in diplomatic and trade relationships, which could affect, among other things, customers' inventory levels and consumer purchasing, which could cause our results to fluctuate and our net sales to decline. The occurrence of any one or more of these risks of doing business internationally, individually or in the aggregate, could materially affect our business and results of operations adversely.

        Moreover, despite our exposure to fluctuations in foreign exchange rates, it has not been our practice to engage in foreign exchange hedging transactions to manage the risk of fluctuations in foreign exchange rates because of the limited nature of our past international operations. Although we may do so in the future, which could result in losses. To the extent we expand our international operations, the risks associated with our international operations will increase our exposure to fluctuations in foreign exchange rates.

Our business plan relies on certain assumptions concerning demographic and other trends that impact the market for our products, which, if incorrect, may adversely affect our results of operations.

        We believe that various demographics and industry specific trends will help drive growth in the sale of our products, including an aging population and a general increase in participation in active lifestyles, especially by adults. However, these demographics and trends are beyond our control and if our assumptions regarding these factors prove to be incorrect or if they are presently correct but the trends change, our growth may be inhibited. In addition, the perceived benefits of these trends may be offset by business or competitive factors or factors not currently foreseen, such as the introduction of new products by our competitors or the emergence of other countervailing trends.

We may be adversely affected by factors affecting the practices of the hands-on healthcare practitioners that utilize and recommend our products or factors affecting the retail stores that sell our products.

        Factors that adversely impact hands-on healthcare practitioners that use and recommend our products, such as decreased demand for services of hands-on healthcare practitioners, may have an adverse effect on our business. In addition, the closure or consolidation of retail stores that sell our products or inventory reduction initiatives and other factors that affect the buying patterns of retail stores may have an adverse effect on our business.

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Failure to successfully implement our new enterprise resource planning system could impact our ability to operate our business, lead to internal control and reporting weaknesses and adversely affect our results of operations and financial condition.

        We are in the process of implementing a new ERP information management system to provide for greater depth and breadth of functionality and effectively manage our business data, communications, supply chain, order entry and fulfillment, inventory and warehouse management and other business processes. We expect the initial implementation launch date for our new ERP system will be during the first half of fiscal 2017. When we launch our new ERP system, we will not have an immediate backup system if our new ERP system fails to perform as we anticipate. A delay in such implementation, problems with transitioning to our new ERP system or a failure of our new system to perform as we anticipate may result in transaction errors, processing inefficiencies, an interruption in our ability to monitor our business and the loss of net sales and may otherwise disrupt our operations and materially and adversely affect our business. A delay may also harm our ability to accurately forecast sales demand, manage our supply chain, fulfill customer orders and report financial and management information on a timely and accurate basis. In addition, due to the internal control features embedded within ERP systems, we may experience difficulties that may affect our internal control over financial reporting, which may create a significant deficiency or material weakness in our overall internal controls.

Our level of indebtedness and significant debt service obligations could constrain our ability to invest in our business and make it more difficult for us to fund our operations.

        We have, and after the completion of this offering will continue to have, substantial debt and substantial debt service obligations. At January 31, 2016, we had an aggregate principal amount of $388.0 million of outstanding indebtedness, including an aggregate principal amount of $268.0 million in term loans under our First Lien Credit Facility and an aggregate principal amount of $120.0 million in term loans under our Second Lien Credit Facility, each as defined in "Description of Certain Indebtedness." As of January 31, 2016, we had no borrowings outstanding under our revolving credit facility, which has available borrowings of $15.0 million. In the future, we may borrow additional funds.

        Because of our high level of indebtedness:

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we may have difficulty satisfying our obligations with respect to our existing indebtedness;

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we may have difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions or other purposes;

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we will need to use a substantial portion of our available cash flow to pay interest and principal on our debt, which will reduce the amount of money available to finance our operations and other business activities;

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our debt level increases our vulnerability to general economic downturns and adverse industry conditions;

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our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general;

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our debt level could place us at a competitive disadvantage compared to our competitors that have less debt; and

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our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, require us to maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects.

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        For a more detailed discussion of our debt, please see our audited consolidated financial statement and the notes related thereto included elsewhere in this prospectus as well as "Description of Certain Indebtedness."

Our future inability to generate cash flow may require us to seek additional financing.

        If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to refinance some or all our existing debt, sell assets, borrow more money or raise capital through net sales of our equity securities. If these or other kinds of additional financing become necessary, we may be unable to arrange such financing on terms that would be acceptable to us or at all.

We are subject to restrictive debt covenants, which may restrict our operational flexibility.

        Our senior secured credit facilities contain various financial and operating covenants, including, among other things, restrictions on our ability to incur additional indebtedness, pay dividends on and redeem capital stock, make other restricted payments, make investments, sell our assets or enter into consolidations, mergers and transfers of all or substantially all of our assets. These restrictions could limit our ability to take actions that require funds in excess of those available to us.

        Our senior secured credit facilities also require us to maintain specified financial ratios on a quarterly basis and these ratios become more restrictive over time. Our ability to meet those financial ratios and tests can be affected by events beyond our control and we may not be able to meet those ratios and tests. A breach of any of these covenants, ratios, tests or restrictions could result in an event of default under our senior secured credit facilities. In the event of such a default under our senior secured credit facilities, including a failure to satisfy any of the minimum financial ratios:

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the lenders under our revolving credit facility could elect to terminate their commitments thereunder and the lenders under our senior secured credit facilities could declare all the outstanding loans thereunder to be due and payable and, if not promptly paid, institute foreclosure proceedings against our assets;

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even if those lenders do not declare a default, they may be able to cause all of our available cash to be used to repay their loans; and

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such default could cause a cross-default or cross-acceleration under our other indebtedness.

        As a result of such default and any actions the lenders may take in response thereto, our assets may be insufficient to repay in full all the indebtedness which may then be due and payable.

Our obligations under our senior secured credit facilities are secured by substantially all of our assets.

        Our obligations under our senior secured credit facilities are secured by first and second priority liens on substantially all of our assets, including our intellectual property, and the assets of our domestic subsidiaries as well as by 65% of the voting stock and 100% of the non-voting stock we hold in our first tier foreign subsidiaries. If we become insolvent or are liquidated, or if repayment under our senior secured credit facilities is accelerated, the lenders will be entitled to exercise the remedies available to a secured lender under applicable law and the applicable agreements and instruments, including the right to foreclose on these assets. In addition, because substantially all of our assets are secured, it may be difficult for us to find lenders willing to provide us with additional indebtedness.

We operate in a competitive business environment.

        The industries in which we participate are highly competitive and fragmented. We face the most competition from established players in our retail business. Our competitors include several large,

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diversified companies with significant market share and numerous smaller niche competitors. Certain of our competitors are larger and have greater financial resources than we do and may therefore have the ability to spend more aggressively on advertising and marketing and respond more effectively to changing business and economic conditions. Accordingly, we may be at a competitive disadvantage with respect to certain of our competitors. We believe that competition in our core product markets is based on numerous factors including brand awareness and loyalty, ease of use, product quality, product variety, package design, shelf space, price, advertising, promotion, customer service and the ability to identify and satisfy consumer demand. Our competitors may compete on these and other bases more effectively than we do or may develop products that render our products less competitive.

        Our e-commerce operations are increasingly important to our business. Our multiple web platforms serve as effective extensions of our marketing and prospecting strategies by exposing potential new customers to our brand, product offerings, and enhanced content. As the importance of our website and e-commerce operations to our business grows, we may face increasing competition from our competitors who may be able to offer similar products on their respective websites that could undercut our pricing structure.

We may be unsuccessful completing or integrating acquisitions.

        As part of our growth strategy, we intend to pursue selected acquisitions, and we continue to integrate our three recent acquisitions of Cramer Products, Bon Vital and TheraPearl. We compete with other companies for these opportunities, and we may be unable to effect acquisitions on commercially reasonable terms, or at all. Even if we enter into these transactions and with respect to our current integration efforts, we may experience:

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delays in realizing the benefits we anticipate or we may not realize the benefits we anticipate at all;

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difficulties in integrating any acquired companies, products or personnel into our existing business;

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attrition of key personnel from acquired businesses;

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costs or charges;

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higher costs of integration than we anticipated; or

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unforeseen operating difficulties that require significant financial and managerial resources that would otherwise be available for the ongoing development or expansion of our existing operations.

        Consummating these transactions could also result in the incurrence of additional debt and related interest expense, as well as unforeseen contingent liabilities, any of which could have a material adverse effect on our business. We may also issue additional equity in connection with these transactions, which would dilute our existing stockholders.

Our quarterly operating results are subject to substantial fluctuations and you should not rely on them as an indication of our future results.

        Our quarterly operating results may vary significantly due to a combination of factors, including:

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demand for our products;

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our ability to meet the demand for our products;

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changes in the prices of raw materials for our products;

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changes in pricing policies by us and our competitors;

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increased competition;

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the number, timing and significance of new products and their introduction and enhancements by us and our competitors;

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the impact of acquisitions;

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the timing of significant orders and shipments;

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recalls of our products;

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changes in the U.S. or international economy;

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timing of orders and promotions

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termination of supply or third-party distributor contracts; and

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impacts to working capital.

        Many of these factors are beyond our control. Accordingly, our quarterly operating results may vary significantly in the future and period-to-period comparisons of our results of operations may not be meaningful and should not be relied upon as indicators of our full year performance or future performance. Our share price may be subject to greater volatility due to these fluctuations in our operating results.

Our ability to operate our company effectively could be impaired if we lose key personnel.

        We believe that our future success will depend, in part, on the continued services of our senior management team, including Marshall Dahneke, our Chief Executive Officer, Scott Emerick, our Chief Financial Officer, and Rocco Mango, our President and Chief Operating Officer. Our success also depends upon our other senior executives, as well as our sales force, including their sales and services expertise and relationships with customers in the marketplace. In order to maintain our success, we need to retain our management team and key employees as well as the current members of our sales force, despite increasing competition for their services, and identify, recruit and train additional members to the sales force.

If we are unable to attract, train and retain employees, we may not be able to grow or successfully operate our business.

        Our success depends in part upon our ability to attract, train and retain a sufficient number of employees who understand and appreciate our culture and are able to represent us effectively and establish credibility with our business partners, health care practitioners and consumers. If we are unable to hire and retain employees capable of meeting our business needs and expectations, our business and brand image may be impaired. Any failure to meet our staffing needs or any material increase in turnover rates of our employees may adversely affect our business.

We depend on distributor arrangements for a substantial portion of our net sales, and our ability to control their efforts is limited.

        A substantial portion of our net sales is made through third-party distribution agreements. In the U.S., we do not rely on these distributors to market to, educate or locate hands-on healthcare practitioners. Rather, our internal sales force engages with hands-on healthcare practitioners directly and develops the demand for our products in the U.S. Our U.S. distributors act independently to aggregate and deliver products to hands-on healthcare practitioners. As a result of this relationship, we do not supervise the distributors' day-to day operations or activities and depend on each distributor's ability to deliver our products to hands-on healthcare practitioners. If such a distributor arrangement were terminated, we believe our customers would be able to find alternative distributors to provide

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them our products. However, in certain circumstances there may not be suitable alternative distributors, which could adversely affect our net sales and our ability to have products delivered to hands-on healthcare practitioners.

        In our international markets, we rely on our distributors to educate hands-on healthcare practitioners about our products, and the distributors may not be as effective or accurate as a direct educational program provided by us. Although our distribution agreements generally give us the right to terminate the agreement, third-party distributors may not be as effective, efficient or successful in selling our products to consumers as our own internal sales force might be.

One customer accounts for more than 10% of our net sales and the loss of this customer could reduce our net sales and have a material adverse effect on our financial condition or results of operations.

        For the year ended April 30, 2015, Patterson Medical, a distributor that sells products to hands-on healthcare practitioners which accounted for approximately 13% of our net sales, was our only customer that accounted for 10% or more of our net sales. Patterson Medical accounted for $19.1 million in net sales in fiscal 2015 and $14.5 million in fiscal 2014. We expect that for future periods this customer will, in the aggregate, continue to account for a large portion of our net sales. Although we believe we could find alternative distributors to replace this customer and demand for our products is ultimately driven by consumer and hands-on healthcare practitioners, the loss of this customer, or any significant decrease in net sales to this customer, could reduce our net sales and have a material adverse effect on our financial condition or results of operations.

        In addition, our business is based primarily upon individual sales orders. We typically do not enter into long-term contracts with our customers. Accordingly, our customers could cease buying products or reduce the number of items they buy from us at any time and for any reason. The fact that we do not have long-term contracts with our customers means that we have no recourse in the event a customer no longer wants to purchase products from us or reduces the number of items purchased. If a significant number of our smaller customers, or any of our significant customers, elect not to purchase products from us, our financial condition or results of operations could be adversely affected.

We may not be able to maintain premium pricing or successfully implement initiatives to improve productivity and streamline operations to control or reduce costs. Failure to maintain premium pricing or implement such initiatives could adversely affect our results of operations.

        Although we have in some cases been able to maintain premium pricing of our products and historically have often been able to implement price increases for our products, we may not be able to successfully implement price increases in the future and therefore our profitability growth depends, in part, on our efforts to control our operating costs. Because many of our costs, such as energy and logistics costs, packaging costs and commodity and raw product costs, are affected by factors outside or substantially outside our control, we generally must seek to control or reduce costs through operating efficiency or other initiatives. If we are not able to identify and complete initiatives designed to control or reduce costs and increase operating efficiency on time or within budget, our results of operations could be adversely impacted.

Our third-party manufacturers, which we rely on for more than half of our product portfolio, including products under our Biofreeze, Perform and TheraPearl brands, may not continue to deliver or produce products that are consistent with our standards or applicable regulatory requirements, which could harm our brand, cause customer dissatisfaction and require us to find alternative suppliers of our products.

        We use third-party manufacturers to make products representing approximately 57% of our fiscal 2015 net sales. Manufacturers may experience problems with product quality or timeliness of product delivery. We rely on these manufacturers to comply with applicable current good manufacturing

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practices ("GMPs"). The loss of a contract manufacturer may force us to shift production to in-house facilities or a different contract manufacturer and possibly cause manufacturing delays, disrupt our ability to fill orders or require us to suspend production until we find another third-party manufacturer.

        The inability of any supplier, third-party manufacturer, third-party distributor or transportation provider to deliver or perform for us in a timely or cost-effective manner could cause our operating costs to increase and our profit margins to decrease.

We and our third-party manufacturers must comply with government regulations and our failure or the failure of our third-party manufacturers to comply with those regulations or meet our own internal standards could result in penalties, delay the manufacturing of our products, harm our reputation or disrupt our supply chain.

        In accordance with the Federal Food, Drug, and Cosmetic Act (the "FDC Act") and regulations enforced by the Food and Drug Administration (the "FDA"), the manufacturing processes used by us and certain of our third-party manufacturers must comply with the FDA's GMPs for manufacturing drugs and devices. The FDA may inspect our facilities and those of our third-party manufacturers periodically to determine if we and our third-party manufacturers are complying with GMPs and the applicable FDC Act provisions. We have limited control over the compliance of our third-party manufacturers with FDA requirements. A history of past compliance is not a guarantee that future FDA regulatory manufacturing requirements will not mandate other compliance steps with associated expense.

        Our third-party manufacturers may not maintain adequate controls with respect to product specifications and quality and may not continue to produce products that are consistent with our standards or applicable regulatory requirements. Should any of these manufacturers fail to meet our standards, we may face regulatory sanctions, additional product liability claims or customer complaints, any of which could harm our reputation and our business. If we are supplied with products of inferior quality, then our customer satisfaction and brand reputation would likely suffer. In addition, we may be required to find new third-party manufacturers to supply our products. We may not be successful in finding third-party manufacturers that make products meeting our standards of quality.

        If we or our third-party manufacturers fail to comply with federal, state or foreign regulations, we could be required to suspend manufacturing operations, change product formulations, suspend the sale of products with non-complying specifications, initiate product recalls or change product labeling, packaging or advertising or take other corrective action. In addition, sanctions under the FDC Act may include warnings, import detentions, market withdrawals, seizures, recalls, injunctions, civil money penalties, restitution and disgorgement of profits, operating restrictions, criminal prosecutions or other enforcement actions. If any of the above events occurs, we could be required to expend significant resources to comply with FDA requirements and we might need to seek the services of alternative third-party manufacturers. Obtaining the required regulatory approvals, including from the FDA, to use alternative third-party manufacturers may involve a lengthy and uncertain process. A prolonged interruption in the manufacturing of one or more of our products as a result of non-compliance could decrease our supply of products available for sale which could reduce our net sales, gross profits and market share, as well as harm our overall business, prospects, financial condition or results of operations.

We must successfully manage compliance with legislation, regulation and enforcement, as well as pending legal matters in the U.S. and abroad.

        Our business is subject to and affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints across all of the countries in which we do business, including those laws and regulations involving intellectual property, product liability, advertising/marketing, antitrust, privacy, environmental, employment, anti-bribery or anti-corruption

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(such as the U.S. Foreign Corrupt Practices Act), trade sanctions and related restrictions imposed by the U.S. Treasury Office of Foreign Assets Control, among other regulatory bodies or other matters. Such laws, regulations and other constraints may exist at the federal, state or local levels in the United States and at analogous levels of government in foreign jurisdictions.

        The formulation, manufacturing, packaging, labeling, distribution, importation, export, sale and storage of our products are subject to extensive regulation by various federal agencies, including the FDA, the Federal Trade Commission (the "FTC"), state attorneys general in the U.S., as well as by various other federal, state, local and international regulatory authorities in the countries in which our products are manufactured, distributed or sold. If we or our manufacturers fail to comply with those regulations, we could become subject to significant penalties or claims, including warnings, import detentions, market withdrawals, seizures, recalls, injunctions, civil money penalties, restitution and disgorgement of profits, operating restrictions, criminal prosecutions or other enforcement actions. Even if a claim is unsuccessful, is without merit or is not fully pursued, the negative publicity surrounding such assertions regarding our products, processes or business practices could adversely affect our reputation and brand image. In addition, the adoption of new regulations or changes in the interpretations of existing regulations may result in significant compliance costs or discontinuation of product sales or may impair the marketing of our products, resulting in significant loss of net sales.

        Any future determination by the FDA or a similar foreign agency, or by us in reviewing our compliance with applicable rules and regulations, that our products or quality systems do not comply with applicable regulations could result in future compliance activities, including warnings, import detentions, market withdrawals, seizures, recalls, injunctions, civil money penalties, restitution and disgorgement of profits, operating restrictions, criminal prosecutions or other enforcement actions. Such determinations could subject us to adverse publicity or force us to incur unanticipated costs.

        From time to time, Congress, the FDA, the FTC or other federal, state, local or foreign legislative and regulatory authorities may impose additional laws or regulations that apply to us, repeal laws or regulations that we consider favorable, or impose more stringent interpretations of current laws or regulations. We are not able to predict the nature of such future laws, regulations, repeals or interpretations or to predict the effect additional governmental regulation, when and if it occurs, would have on our business in the future. Such developments could require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, expanded adverse event reporting or other new requirements.

        Rapidly changing laws, regulations and related interpretations, including changes in accounting standards, as well as increased enforcement actions, create challenges for our compliance and ethics programs and may alter the environment in which we do business. If we are unable to continue to meet these challenges and comply with all laws, regulations and related interpretations, it could negatively impact our reputation and business. Failure to successfully manage regulatory and legal matters and resolve such matters without significant liability or damage to our reputation may materially adversely impact our results of operations and financial position. Furthermore, to the extent any pending legal matters result in fines or costs in excess of the amounts accrued to date our expenses would increase.

We are required to comply with various healthcare fraud and abuse laws and regulations.

        We are subject to various federal and state laws pertaining to healthcare fraud and abuse, including anti-kickback laws and physician self-referral laws. Violations of these laws are punishable by criminal and civil sanctions, including, in some instances, imprisonment and exclusion from participation in federal and state healthcare programs. Healthcare fraud and abuse regulations are complex and even minor, inadvertent irregularities in submissions can potentially give rise to claims

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that a fraud and abuse law or regulation has been violated. Any violations of these laws or regulations could result in a material adverse effect on our business. If there is a change in law, regulation or administrative or judicial interpretation, we may have to change our business practices or our existing business practices could be challenged as unlawful.

Impairment of our goodwill and other intangible assets may result in a reduction in net income.

        We have a material amount of goodwill, trademarks and other intangible assets, as well as other long-lived assets, which are periodically evaluated for impairment in accordance with current accounting standards. Declines in our profitability or estimated cash flows related to specific intangible assets, as well as potential changes in market valuations for similar assets and market discount rates, could result in impairment charges affecting our results of operations.

Our trademarks are among our most important assets and our business could be adversely affected if they are infringed or if we were to lose them.

        Our trademarks are of critical importance to our business and are among our most important assets. In fiscal 2015, substantially all of our total sales were from products bearing proprietary brand names. Accordingly, our future success may depend in part upon the goodwill associated with our brand names, particularly Biofreeze, TheraBand, Perform, Bon Vital, TheraPearl and Cramer. Furthermore, because our brands are commonly marketed together under the Performance Health master brand, negative perceptions of one brand or damage to a brand's image could adversely affect the goodwill associated with our other brands. Although our principal brand names are registered trademarks in the United States and certain foreign countries, and we monitor and protect our brands by enforcing our trademark rights, the steps we take to protect our proprietary rights in our brand names may not be adequate to prevent infringement or dilution of our brand names in the United States or abroad. In addition, the laws of some foreign countries do not protect proprietary rights in brand names to the same extent as do the laws of the United States. We may not be able to successfully protect our trademarks from infringement or otherwise, and our proprietary rights in our trademarks may be challenged. The loss or infringement of our trademarks could impair the goodwill associated with our brands, harm our reputation and materially adversely affect our business.

We rely on intellectual property to develop and manufacture our products and our business could be adversely affected if we lose our intellectual property rights.

        Our operations involve the use of non-patented proprietary know-how, trade secrets, processes and other proprietary information. We employ various methods to protect our proprietary information, including confidentiality agreements and proprietary information agreements with vendors, employees, consultants and others. Despite these precautions, it may be possible for unauthorized parties to copy our products or gain access to or independently develop our proprietary information, which could have a material adverse effect on our business.

        We also hold U.S. and foreign patents relating to a number of our components and products and have patent applications pending with respect to other components and products. We also apply for additional patents in the ordinary course of our business as we deem appropriate. Our existing or future patents, if any, may not afford us adequate protection or any competitive advantage, and there can be no assurance that any future patent applications will result in issued patents or that our patents will not be circumvented or invalidated.

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Our business may be subject to false marketing claims.

        We may be subject to claims from competitors or consumers, including consumer class actions, alleging that our product claims are deceptive. Regardless of their merit, these claims can require significant time and expense to investigate and defend. Whether or not a false marketing claim is successful, such assertions could have an adverse effect on our business, financial condition or results of operations, and the negative publicity surrounding them could harm our reputation and the image of the relevant brand.

Litigation may adversely affect us.

        Our business is subject to the risk of litigation by consumers, employees, suppliers or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend current and future litigation may be significant. There may also be adverse publicity associated with litigation that could decrease customer acceptance of our products, regardless of whether the allegations are valid or whether we are ultimately found liable.

        We may have to defend in the future litigation or claims alleging that we have infringed the intellectual property rights of others. Intellectual property litigation can be extremely expensive. If we were unable to successfully defend against any claims that our products infringe the intellectual property rights of others, we may be forced to pay significant damages and ongoing royalties or reformulate, redesign or remove our affected product from the market.

Product liability claims may harm our business if our insurance proves inadequate or the number of claims increases significantly.

        We face an inherent business risk of exposure to product liability claims in the event that the use of our products is alleged to have resulted in adverse effects. For example, the FDA has reported that certain over-the-counter topical analgesics that contain menthol, methyl salicylate, or capsaicin, which are contained in some of our products, have been reported to cause rare cases of serious skin injuries, ranging from first- to third-degree burns where the products were applied. There may also be exposure to liability should one of our products, such as elastic resistance bands or exercise balls, in particular, fail or as a result of one of our products not being used correctly. If there is a significant increase in the number or amount of product liability claims, our business could be adversely affected. Increasing our business presence in retail may also increase the number of liability claims because our retail products, unlike our products distributed via recommendations by hands-on healthcare practitioners, may not have been recommended by a hands-on healthcare practitioner, which may increase the number of claims filed directly against us. Even if we are successful in defending against any liability claims, such claims could nevertheless distract our management, result in substantial costs, harm our reputation and otherwise adversely affect our business.

        We maintain product liability insurance. Our insurance policy is provided on an occurrence basis, subject to an aggregate cap, and is subject to annual renewal. Liability claims might exceed the coverage limit of such policy and we may not be able to renew or obtain additional insurance on commercially reasonable terms or at all or we may have to pay higher premiums that could adversely affect our income from operations. However, we believe that our current level of product liability insurance is typical for a company of our size in our industry.

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If our products result in or are alleged to result in adverse effects, we may need to recall our products and may suffer adverse public relations.

        We may be exposed to product recalls, including voluntary recalls or withdrawals, and adverse public relations if our products are alleged to have resulted in or do result in adverse effects, or if we are alleged to have mislabeled or misbranded our products or otherwise violated governmental regulations. Consumer or customer concerns (whether justified or not) regarding the safety or effectiveness of our products could adversely affect our business. A product recall or withdrawal could result in substantial and unexpected expenditures, destruction of product inventory and lost net sales due to the unavailability of the product for a period of time. In addition, a product recall or withdrawal may require significant management attention. Product recalls or withdrawals or any other events that cause consumers to no longer associate our brands with high-quality safe products may also result in adverse publicity, harm our brands, lead to a decline in customer confidence in and demand for our products and lead to increased scrutiny by federal and state regulatory agencies of our operations.

Our success depends on our ability to anticipate and respond in a timely manner to changing consumer preferences.

        Our success depends on our products' appeal to a broad range of consumers whose preferences cannot be predicted with certainty and, in any case, are subject to change in the future. If our current products do not conform to consumer preferences, our net sales may decline. In addition, our growth depends upon our ability to develop new products through product line extensions and product modifications, which involve numerous risks. We may not be able to accurately identify consumer preferences and translate our knowledge into customer-accepted products or successfully integrate these products with our existing product platform or operations. We may also experience increased expenses incurred in connection with product development, marketing and advertising that are not subsequently supported by a sufficient level of net sales. Furthermore, product development may divert management's attention from other business concerns, which could cause net sales of our existing products to suffer. Newly developed products may not contribute favorably to our operating results.

Our international operations are subject to special risks associated with doing business in environments that present a heightened corruption and trade sanctions risk.

        We operate our business and market our products internationally in more than 100 countries, including countries in Asia, Latin America and the Middle East, which may be considered business environments that pose a relatively higher risk of corruption than the United States, and therefore present greater political, economic and operational risk to us, including an increased risk of trade sanction violations. We have adopted and maintain policies and procedures and conduct ongoing training of employees with regard to business ethics and many key legal requirements, such as applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (the "FCPA"), which makes it illegal for us and those acting on our behalf to give anything of value to foreign government officials in order to obtain or retain any business or other advantages. However, our employees and third-party agents may not adhere to our policies, applicable anti-corruption laws, including the FCPA, applicable trade sanctions or other legal requirements. If we fail to enforce our policies and procedures properly or maintain adequate record-keeping and internal accounting practices to accurately record our transactions, we may be subject to regulatory sanctions. In the event that we believe or have reason to believe that our employees have or may have violated applicable anti-corruption laws, including the FCPA, trade sanctions or other laws or regulations, we are required to investigate or have outside counsel investigate the relevant facts and circumstances, and if violations are found or suspected, could face civil and criminal penalties, and significant costs for investigations, litigation, settlements and judgments, which in turn could have a material adverse effect on our business.

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We may discontinue products or product lines, which could result in product returns and asset write-offs, or engage in product recalls.

        In the past, we have discontinued certain products and product lines which resulted in returns from customers and asset write-offs. We may suffer similar adverse consequences in the future to the extent we discontinue products that do not meet expectations or no longer satisfy consumer demand. Product returns or write-offs would reduce cash flow and earnings. Product efficacy or safety concerns could result in product recalls or declining net sales, which also would reduce our cash flow and earnings.

Our business could be adversely affected by a prolonged downturn or recession in the United States or the other countries in which we conduct significant business.

        A prolonged economic downturn or recession in the United States or any of the other countries in which we do significant business could materially and adversely affect our business, financial condition or results of operations. In particular, such a downturn or recession could adversely impact (i) the level of spending by our ultimate consumers, (ii) our ability to collect accounts receivable on a timely basis from certain customers, (iii) the ability of certain suppliers to fill our orders for raw materials, packaging or finished goods on a timely basis and (iv) the mix of our products' net sales.

Failure by our transportation providers to deliver our products on time or at all could result in lost net sales.

        We use third-party transportation providers for our product shipments. Transportation services include scheduling and coordinating transportation of finished products to our customers, shipment tracking and freight dispatch services. Our use of transportation services for shipments is subject to risks, including increases in fuel prices, which would increase our shipping costs, and employee strikes and inclement weather, which may impact the ability of providers to provide delivery services that adequately meet our shipping needs. Any such change could cause us to incur costs and expend resources. Moreover, in the future we may not be able to obtain terms as favorable as those we receive from the third-party transportation providers that we currently use, which in turn would increase our costs.

Labor disputes could adversely affect our business.

        As of January 31, 2016, 97 employees at our Malaysian facility participated in collective bargaining agreements. These employees represented approximately 66% of our Malaysian employees and approximately 20% of our total employees. Our collective bargaining agreement is scheduled to expire on August 31, 2018. A strike, work slowdown or other labor unrest could in some cases impair our ability to supply our products to customers, which could result in reduced sales and customer claims, and may distract management from focusing on our business and strategic priorities. To date, we have not experienced work stoppages or threats of work stoppages at our Malaysian facilities.

Environmental matters create potential liability risks.

        We must comply with various environmental laws and regulations applicable in the jurisdictions in which we operate, including those relating to the use, handling and disposal of solid and hazardous materials and the remediation of contamination associated with the disposal of hazardous wastes at facilities that we, or our predecessor entities, now or formerly owned or operated or to where we, or our predecessor entities, arranged to send hazardous wastes. A release of such substances, whether due to accident or an intentional act, that results in personal injury, property damage or environmental contamination, could result in substantial liability to governmental authorities or to third parties. It is possible that we could become subject to environmental liabilities in the future that could have a material adverse effect on our business.

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Our business operations could be disrupted if our information technology systems fail to perform adequately.

        The efficient operation of our business depends on our information technology systems, some of which are managed by third-party service providers. We rely on our information technology systems to effectively manage our business data, communications, supply chain, order entry and fulfillment, and other business processes. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of net sales and customers. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, power outages, systems failures, security breaches, cyber attacks and viruses. Any such damage or interruption could have a material adverse effect on our business.

We are subject to cyber security risks and may incur increasing costs in an effort to minimize those risks.

        Our business employs systems and websites that allow for the secure storage and transmission of proprietary or confidential information regarding our customers, employees, suppliers and others, including personal identification information. Security breaches could expose us to a risk of loss or misuse of this information, litigation and potential liability. We may not have the resources or technical sophistication to anticipate or prevent rapidly-evolving types of cyber attacks. Attacks may be targeted at us, our customers and suppliers, or others who have entrusted us with information. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants. Advances in computer capabilities, new technological discoveries or other developments may result in the technology used by us to protect transaction or other data being breached or compromised. In addition, data and security breaches can also occur as a result of non-technical issues, including breach by us or by persons with whom we have commercial relationships that result in the unauthorized release of personal or confidential information. Any compromise or breach of our security could result in allegations that we violated applicable privacy and other laws, significant legal and financial exposure and a loss of confidence in our security measures, which could have a material adverse effect on our business.

We have identified a material weakness in our internal controls over financial reporting. Failure to remediate such material weakness or to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

        We are not currently required to comply with the rules of the Securities and Exchange Commission (the "SEC") implementing Section 404 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), and therefore are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC's rules implementing Section 302 and Section 404 of Sarbanes-Oxley, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose material changes made to our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an emerging growth company, which may be up to five full fiscal years following this offering.

        In connection with our preparation for this offering, we identified control deficiencies that constituted a material weakness in our internal control over financial reporting related to the analysis

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undertaken to support the accounting and disclosure for non-routine and complex transactions in accordance with GAAP. We are in the early phases of developing a Sarbanes-Oxley compliance methodology and planning document that will be the basis for the design and operation of our internal control over financial reporting. Although we plan to complete the remediation process as quickly as possible, we cannot at this time estimate how long it will take. We cannot predict the outcome of our design review at this time. During the course of the review or otherwise, we may identify additional control deficiencies, which could give rise to significant deficiencies and other material weaknesses, in addition to those described above. The material weakness described above could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our annual or interim financial statements that would not be prevented or detected. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate the material weakness described above or avoid potential future material weaknesses. The costs of the remediation process are included in our estimated net incremental annual expenses of becoming a public company, which we estimate to be between $2.0 million and $2.5 million annually after giving effect to the termination of the management agreement with our Sponsor.

        To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional staff. If we are unable to comply with the requirements of Section 404 in a timely manner or to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting once it is required to do so, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by NASDAQ, the SEC or other regulatory authorities, which could require additional financial and management resources.

Risks Related to Our Common Stock and this Offering

We will be a "controlled company" within the meaning of NASDAQ rules and, as a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

        After the completion of this offering, our principal stockholder, PHW Equity Investors, L.P., which is controlled by our Sponsor and its affiliates, will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of NASDAQ. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements including:

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the requirement that a majority of the board of directors consist of independent directors;

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the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;

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the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and

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the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

        Following this offering we intend to utilize these exemptions. As a result we will not have a majority of independent directors and our compensation committee and nominating and corporate governance committee will not consist entirely of independent directors. Additionally, we only are

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required to have one independent audit committee member upon the listing of our common stock on NASDAQ, a majority of independent audit committee members within 90 days from the date of listing and all independent audit committee members within one year from the date of listing. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of NASDAQ.

        Our principal stockholder, however, is not subject to any contractual obligation to retain its controlling interest, except that it has agreed, subject to certain exceptions, not to sell or otherwise dispose of any shares of our common stock or other capital stock or other securities exercisable or convertible therefor for a period of at least 180 days after the date of this prospectus without the prior written consent of Credit Suisse Securities (USA) LLC. Except for this brief period, our Sponsor may elect to dispose of its majority ownership of our common stock at any time following the offering.

We are an "emerging growth company," as defined in the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

        We are an "emerging growth company," as defined in Section 2(a) of the Securities Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, financial statement disclosures and exemptions from the requirements of holding a non-binding shareholder advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information that they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if our total annual gross revenues exceed $1.0 billion, if we issue more than $1.0 billion in non-convertible debt during any three-year period, or if we are a large accelerated filer and the market value of our common stock held by non-affiliates exceeds $700.0 million as of any October 31. Investors may find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile and trade at a lower level than it would otherwise have traded.

Our costs will increase significantly as a result of operating as a public company, and our management will be required to devote substantial time to complying with public company regulations.

        We have historically operated our business as a privately owned company. As a public company, we will incur additional legal, accounting, compliance and other expenses that we have not incurred historically. After this offering, we will become obligated to file with the SEC annual and quarterly information and other reports that are specified in Section 13 and other sections of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We will also be required to ensure that we have the ability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis. In addition, we will also become subject to other reporting and corporate governance requirements, including certain requirements of NASDAQ, and certain provisions of Sarbanes-Oxley and the regulations promulgated thereunder, which will impose significant compliance obligations upon us. We may not be able to comply with the applicable regulations in a timely manner, if at all, including additional requirements which will become applicable to us when we are no longer an emerging growth company.

        Sarbanes-Oxley, as well as rules subsequently implemented by the SEC and NASDAQ, have imposed increased regulation and disclosure and required enhanced corporate governance practices of public companies. Our efforts to comply with evolving laws, regulations and standards in this regard are

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likely to result in increased marketing, selling and administrative expenses and a diversion of management's time and attention from sales-generating activities to compliance activities. These changes will require a significant commitment of additional resources. We may not be successful in implementing these requirements and implementing them could materially adversely affect our business, results of operations and financial condition. In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report our operating results on a timely and accurate basis could be impaired. If we do not implement such requirements in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC or NASDAQ. Any such action could harm our reputation and the confidence of investors and clients in our company and could cause our share price to fall.

Our stock price could be volatile, and, as a result, you may not be able to resell your shares at or above the price you paid for them.

        There has not been a public market for our common stock, and an active public market for our common stock may not develop or be sustained after this offering. In addition, the stock market in general has been volatile. As a result, the market price of our common stock may be similarly volatile, and investors in our common stock may experience a decrease, which could be substantial, in the value of their stock, including decreases unrelated to our operating performance or prospects, and could lose part or all of their investment. The price of our common stock could be subject to fluctuations in response to a number of factors, including those described elsewhere in this prospectus and others such as:

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variations in our operating performance and the performance of our competitors;

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actual or anticipated fluctuations in our quarterly or annual operating results;

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publication of research reports by securities analysts about us or our competitors or our industry;

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our failure or the failure of our competitors to meet analysts' projections or guidance that we or our competitors may give to the market;

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additions and departures of key personnel;

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strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

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the passage of legislation or other regulatory developments affecting us or our industry;

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speculation in the press or investment community;

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changes in accounting principles;

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terrorist acts, acts of war or periods of widespread civil unrest;

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natural disasters and other calamities; and

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changes in general market and economic conditions.

        In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management's attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

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Your percentage ownership in us may be diluted by future issuances of capital stock.

        Following the completion of this offering, our board of directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued preferred stock. Issuances of preferred stock would likely result in your interest in us being subject to the prior rights of holders of that preferred stock.

There may be sales of a substantial amount of our common stock after this offering by our current stockholders, and these sales could cause the price of our common stock to fall.

        After this offering, there will be                    shares of common stock outstanding. Of our issued and outstanding shares, all the common stock sold in this offering will be freely transferable, except for any shares held by our "affiliates," as that term is defined in Rule 144 under the Securities Act. Following completion of this offering, approximately            % of our outstanding common stock (or            % if the underwriters exercise in full their option to purchase additional shares) will be held by investment funds affiliated with our Sponsor and members of our management and employees.

        Each of our directors, executive officers and significant equity holders (including affiliates of our Sponsor) has entered into a lock-up agreement with Credit Suisse Securities (USA) LLC on behalf of the underwriters which regulates their sales of our common stock for a period of 180 days after the date of this prospectus, subject to certain exceptions. See "Shares Eligible for Future Sale—Lock-Up Agreements."

        Sales of substantial amounts of our common stock in the public market after this offering, or the perception that such sales will occur, could adversely affect the market price of our common stock and make it difficult for us to raise funds through securities offerings in the future. Of the shares to be outstanding after the offering, the shares offered by this prospectus will be eligible for immediate sale in the public market without restriction by persons other than our affiliates.

        Beginning 180 days after this offering, subject to certain exceptions, holders of shares of our common stock will be entitled to require us to register their shares for resale under the federal securities laws, and holders of additional shares of our common stock would be entitled to have their shares included in any such registration statement, all subject to reduction upon the request of the underwriter of the offering, if any. Registration of those shares would allow the holders to immediately resell their shares in the public market. Any such sales or anticipation thereof could cause the market price of our common stock to decline.

        In addition, after this offering, we intend to register shares of common stock that are reserved for issuance under our 2012 Equity Incentive Plan and our 2016 Omnibus Incentive Plan. For more information, see "Shares Eligible for Future Sale—Registration Statements on Form S-8."

Provisions in our charter documents and Delaware law may deter takeover efforts that could be beneficial to stockholder value.

        Our certificate of incorporation and by-laws to be in effect upon the completion of this offering and Delaware law contain provisions that could make it harder for a third party to acquire us, even if doing so might be beneficial to our stockholders. These provisions include a classified board of directors and limitations on actions by our stockholders. In addition, our board of directors has the right to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquirer. Delaware law also imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these

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protective measures, and efforts by stockholders to change the direction or management of the company may be unsuccessful. See "Description of Capital Stock."

Our certificate of incorporation designates courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

        Our certificate of incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for:

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Any derivative action or proceeding brought on our behalf;

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Any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;

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Any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws;

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Any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws; or

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Any other action asserting a claim against us that is governed by the internal affairs doctrine (each, a "Covered Proceeding").

        In addition, our certificate of incorporation provides that if any action, the subject matter of which is a Covered Proceeding, is filed in a court other than the specified Delaware courts without the approval of our board of directors (each, a "Foreign Action"), the claiming party will be deemed to have consented to (i) the personal jurisdiction of the specified Delaware courts in connection with any action brought in any such courts to enforce the exclusive forum provision described above and (ii) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party's counsel in the Foreign Action as agent for such claiming party.

        Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to these provisions. These provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the Covered Proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

If you purchase shares in this offering, you will suffer immediate and substantial dilution.

        If you purchase shares of our common stock in this offering, you will incur immediate and substantial dilution in the pro forma book value of your stock, which would have been $            per share as of                based on an assumed initial public offering price of $            per share (the midpoint of the range set forth on the cover of this prospectus), because the price that you pay will be substantially greater than the net tangible book value per share of the shares you acquire. You will experience additional dilution upon the exercise of options and warrants to purchase our common stock, including those options currently outstanding and those granted in the future, and the issuance of restricted stock or other equity awards under our equity incentive plans. To the extent we raise additional capital by issuing equity securities, our stockholders will experience substantial additional dilution. See "Dilution."

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Our Sponsor through its control over our principal stockholder, PHW Equity Investors, L.P., will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of key transactions, including a change of control.

        We are currently controlled, and after this offering is completed will continue to be controlled, by PHW Equity Investors, L.P. Upon completion of this offering, PHW Equity Investors, L.P. will beneficially own        % of our outstanding common stock (        % if the underwriters exercise in full their option to purchase additional shares). For as long as PHW Equity Investors, L.P. continues to beneficially own shares of common stock representing more than 50% of the voting power of our common stock, it will be able to direct the election of all of the members of our board of directors and could exercise a controlling influence over our business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional common stock or other equity securities, the repurchase or redemption of common stock and the payment of dividends. For more information, see "Description of Capital Stock—Anti-Takeover Effects of our Certificate of Incorporation and By-Laws." Similarly, PHW Equity Investors, L.P. will have the power to determine matters submitted to a vote of our stockholders without the consent of our other stockholders, will have the power to prevent a change in our control and could take other actions that might be favorable to it. Even if its ownership falls below 50%, PHW Equity Investors, L.P. will continue to be able to substantially influence or effectively control our decisions.

        Additionally, our Sponsor, which controls the investment and voting decisions of PHW Equity Investors, L.P., is in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. Our Sponsor may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.

Because we have no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

        We intend to retain future earnings, if any, and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future indebtedness, including our senior secured credit facilities. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it.

If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.

        The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, the trading price of our common stock would likely be negatively impacted. In the event securities or industry analysts initiated coverage, if one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our common stock to decline. Moreover, if our operating results do not meet the expectations of the investor community, or one or more of these analysts who cover us downgrades our common stock or publishes unfavorable research about our business, our share price could decline.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements." These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "expects," "may," "will," "should," "seeks," "projects," "approximately," "intends," "plans," "estimates" or "anticipates" or, in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which we operate.

        By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the "Risk Factors" section of this prospectus, which include but are not limited to the following:

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We may not be successful in implementing or maintaining our business strategies;

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We may fail to maintain our brands and relationships with hands-on healthcare practitioners, who are not contractually obligated to use or endorse our products and therefore are under no continuing obligation to do so, or fail to cultivate new relationships with new hands-on healthcare practitioners;

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We are exposed to commodity price volatility, particularly with respect to the price of latex, menthol and polyisoprene;

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We may not be successful in developing and marketing new products or product enhancements or finding new applications for our existing products, which could impair our growth plans;

•

We depend on arrangements with independent third-party distributors from which we derive a substantial portion of our net sales, and in certain circumstances, the loss of such an arrangement could adversely affect our net sales and our ability to have our products delivered to hands-on healthcare practitioners;

•

We have identified control deficiencies that constitute a material weakness in our internal control over financial reporting;

•

Due to our high level of indebtedness, we may have difficulty satisfying our obligations, which may place us at a competitive disadvantage;

•

We are subject to risks of doing business internationally;

•

Our Sponsor and its affiliates own a substantial portion of our outstanding equity and its interests may not always coincide with the interests of our other stockholders; and

•

Our business plan relies on assumptions concerning demographic and other trends, which if incorrect could adversely affect our business plan and results of operations.

        These factors should not be construed as exhaustive and should be read with the other cautionary statements in this prospectus.

        Although we base these forward-looking statements on assumptions that we believe are reasonable when made, forward-looking statements are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the

39

forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.

        Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this prospectus speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

40

USE OF PROCEEDS

        We estimate that the net proceeds we will receive from the sale of the shares of our common stock in this offering, after deducting underwriting discounts and commissions and estimated expenses payable by us, will be approximately $            million (or $             million assuming the underwriters exercise their option to purchase additional shares in full). This estimate assumes an initial public offering price of $            per share, the midpoint of the range set forth on the cover of this prospectus.

        A $1.00 increase (decrease) in the assumed initial public offering price of $            per share (the midpoint of the range set forth on the cover of this prospectus) would increase (decrease) the net proceeds to us from this offering by $            million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated expenses payable by us.

        We intend to use the net proceeds from this offering to prepay some or all of the outstanding principal on the term loan under our Second Lien Credit Facility, as defined in "Description of Certain Indebtedness," plus accrued interest thereon. We incurred indebtedness under our senior secured credit facilities, including under our Second Lien Credit Facility, in February 2015 to redeem the outstanding principal amount under our then outstanding senior subordinated promissory notes due in April 2019, repay our then outstanding term loan and revolving line of credit borrowings, make a $134.0 million distribution to our stockholders and partially fund our fiscal 2015 acquisition. As of January 31, 2016, the term loan under our Second Lien Credit Facility had an interest rate of 9.75%. The term loan under our Second Lien Credit Facility matures on April 11, 2021. If the net proceeds to us from this offering are sufficient to prepay the outstanding principal amount and accrued interest on such term loan, such payment will not be subject to any prepayment premium. To the extent this offering does not generate net proceeds sufficient to repay the outstanding principal amount plus accrued interest on the term loan under the Second Lien Credit Facility, we may seek to borrow additional funds under the First Lien Credit Facility in order to avoid paying a prepayment premium of up to three percent.

        If the net proceeds to us from this offering exceed the amount required to prepay the outstanding principal amount and accrued interest on our Second Lien Credit Facility, we expect to use such excess net proceeds for general corporate purposes.

41

DIVIDEND POLICY

        Our board of directors does not currently intend to pay regular dividends on our common stock. However, we expect to reevaluate our dividend policy on a regular basis following this offering and may, subject to compliance with the covenants contained in the credit agreements governing our senior secured credit facilities, in the future, determine to pay dividends.

42

CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of January 31, 2016:

•

On an actual basis; and

•

On an as adjusted basis to reflect the issuance of                    shares of common stock in this offering at an assumed offering price of $            per share (the midpoint of the range set forth on the cover of this prospectus) and the application of the net proceeds from this offering described under "Use of Proceeds."

        This table should be read in conjunction with "Use of Proceeds," "Selected Consolidated Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements and related notes appearing elsewhere in this prospectus.

	As of January 31, 2016
	Actual			As Adjusted
	(dollars in thousands)
Cash and cash equivalents(1)	$	8,525		$
Debt:
Revolver	$	—		$
Term Loans(2)		382,265
Total debt		382,265
Redeemable common stock		6,231
Stockholders' equity:
Additional paid in capital		852
Accumulated equity		3,265
Accumulated other comprehensive income		(1,931	)
Total stockholders' equity		2,186
Total capitalization(1)	$	390,682		$

(1)

A $1.00 increase (decrease) in the assumed initial public offering price of $            per share (the midpoint of the range set forth on the cover of this prospectus) would increase (decrease) our cash and cash equivalents and total capitalization by $            , after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

(2)

Reflects outstanding term loans of $388.0 million, net of unamortized original issue discount of approximately $5.7 million.

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DILUTION

        If you invest in our common stock, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock after this offering. Dilution results from the fact that the initial public offering price per share of the common stock is substantially in excess of the book value per share of common stock attributable to the existing stockholders for the presently outstanding shares of common stock. We calculate net tangible book value per share of our common stock by dividing the net tangible book value by the number of outstanding shares of our common stock.

        Our net tangible book value at                , 2016 was approximately $                , or $          per share of our common stock based on            shares of common stock outstanding, immediately prior to this offering.

        After giving effect to the receipt of the estimated net proceeds from our sale of shares in this offering, assuming an initial public offering price of $                  per share (the midpoint of the range set forth on the cover of this prospectus), and the application of the estimated net proceeds therefrom as described under "Use of Proceeds," our adjusted net tangible book value at                would have been approximately $                    , or $                  per share of common stock. This represents an immediate increase in net tangible book value per share of $          to existing stockholders and an immediate decrease in net tangible book value per share of $                  to you. The following table illustrates this dilution per share.

Assumed initial public offering price per share		$
Net tangible book value per share at                        , 2016	$
Increase in net tangible book value per share attributable to new investors in this offering
Net tangible book value per share after this offering
Dilution per share to new investors		$

        A $1.00 increase (decrease) in the assumed initial public offering price of $                  per share of our common stock (the midpoint of the range set forth on the cover page of this prospectus) would decrease (increase) our pro forma net tangible book value after giving effect to the offering by $                    , assuming no change to the number of shares of our common stock offered by us as set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated expenses payable by us.

        The following table sets forth, as of                  , the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by existing stockholders and to be paid by new investors purchasing shares of common stock in this offering, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

					Total Consideration
	Shares Purchased
									Average Price Per Share
	Number	Percent			Amount	Percent
Existing stockholders	$			%	$			%	$
New investors
Total	$		100	%	$		100	%

        If the underwriters were to fully exercise their option to purchase additional shares of our common stock, the percentage of shares of our common stock held by existing stockholders would be        %, and the percentage of shares of our common stock held by new investors would be        %.

        To the extent any outstanding options are exercised or become vested or any additional options are granted and exercised or other equity awards are granted and become vested or other issuances of shares of our common stock are made, there may be further economic dilution to new investors.

44

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

        The selected historical financial data as of and for the years ended April 30, 2015 and 2014 presented in this table has been derived from our audited consolidated financial statements included elsewhere in this prospectus, and the selected historical financial data as of and for the nine months ended January 31, 2015 and January 31, 2016 are derived from our unaudited condensed consolidated financial statements appearing elsewhere in this prospectus. Historical results are not necessarily indicative of the results to be expected for future periods and operating results for the nine months ended January 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2016.

        This selected consolidated financial and operating data should be read in conjunction with the disclosures in "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the audited consolidated financial statements and the related notes thereto appearing elsewhere in this prospectus.

	For the nine months ended January 31,						For the year ended April 30,
	2016			2015			2015			2014
	(dollars in thousands, except per share data)
Consolidated Statements of Operations Data
Net sales	$	117,675		$	109,878		$	146,194		$	115,762
Cost of products sold		46,763			45,662			61,269			49,773
Gross profit		70,912			64,216			84,925			65,989
Selling, general and administrative expenses		39,675			35,270			50,733			39,578
Income from operations		31,237			28,946			34,192			26,411
Other income (expense):
Interest expense, net		(22,382	)		(14,373	)		(20,739	)		(20,179	)
Extinguishment of long-term debt		—			—			(1,034	)		(1,664	)
Bargain purchase gain		—			—			—			2,315
Other, net		27			—			(170	)		(708	)
Total other income (expense)		(22,355	)		(14,373	)		(21,943	)		(20,236	)
Income before income taxes		8,882			14,573			12,249			6,175
Provision for income taxes		3,191			5,930			5,359			3,546
Net income	$	5,691		$	8,643		$	6,890		$	2,629
Per share information:
Net income per share:
Basic	$	4.23		$	6.43		$	5.12		$	1.97
Diluted	$	4.18		$	6.41		$	5.10		$	1.97
Weighted average shares outstanding:
Basic		1,345,058			1,344,621			1,344,749			1,337,220
Diluted		1,362,602			1,347,733			1,351,572			1,337,220

45

	For the nine months ended January 31,						For the year ended April 30,
	2016			2015			2015			2014
	(dollars in thousands)
Other financial data:
Cash flows from:
Operating activities	$	10,245			18,424		$	21,535		$	15,399
Investing activities		(3,181	)		(19,817	)		(20,601	)		(22,269	)
Financing activities		(2,911	)		6,673			1,065			5,657
Depreciation and amortization		8,977			9,647			12,868			11,861
Capital expenditures(1)		1,946			1,696			2,151			1,070
EBITDA(2)	$	40,241		$	38,593		$	45,856		$	38,215
Adjusted EBITDA(2)	$	43,882		$	42,077		$	54,255		$	43,029
Adjusted Net Income(2)	$	12,820		$	15,635		$	18,576		$	10,628

			As of April 30,
	As of January 31, 2016
			2015		2014
	(dollars in thousands)
Consolidated balance sheet data:
Cash and cash equivalents	$	8,525	$	4,524	$	2,764
Net working capital(3)		40,392		35,003		31,188
Goodwill and intangible assets		371,220		377,750		369,831
Property, plant and equipment, net		12,151		11,663		12,604
Total assets		448,577		443,194		428,894
Total debt		382,265		383,542		243,964
Total stockholders' equity and redeemable common stock		8,417		4,094		130,447

(1)

Capital expenditures exclude purchases of software and other capitalized expenses related to our ERP implementation of $1.4 million and $0.7 million in fiscal 2015 and fiscal 2014, respectively, and $1.2 million for the nine months ended January 31, 2016.

(2)

EBITDA represents net income before interest expense, provision for income taxes, depreciation and amortization. Adjusted EBITDA represents net income before interest expense, provision for income taxes, depreciation, amortization and certain items that we do not consider representative of our ongoing operating performance. Adjusted Net Income represents net income adjusted for certain items, which may be recurring, that we do not consider representative of our ongoing operating performance.

EBITDA, Adjusted EBITDA and Adjusted Net Income as presented in this prospectus are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. EBITDA, Adjusted EBITDA and Adjusted Net Income are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity. In addition, in evaluating EBITDA, Adjusted EBITDA and Adjusted Net Income, you should be aware that in the future we will incur expenses or charges such as those added back to calculate EBITDA, Adjusted EBITDA and Adjusted Net Income. Our presentation of EBITDA, Adjusted EBITDA and Adjusted Net Income should not be construed as an inference that our future results will be unaffected by these or other unusual or nonrecurring items.

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EBITDA, Adjusted EBITDA and Adjusted Net Income have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under GAAP, in particular, in the case of EBITDA and Adjusted EBITDA (i) they do not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments, (ii) they do not reflect changes in, or cash requirements for, our working capital needs, (iii) they do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements, (v) they do not adjust for all non-cash income or expense items that are reflected in our statements of cash flows, (vi) they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations and (vii) other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures. In the case of Adjusted Net Income, this measure does not give effect to certain costs that we believe are not representative of our ongoing operating performance, but which may be recurring.

We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from such non-GAAP financial measures. We further compensate for the limitations in our use of non-GAAP financial measures by presenting comparable GAAP measures prominently.

We believe EBITDA, Adjusted EBITDA and Adjusted Net Income facilitate operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. Specifically, our senior secured credit facilities contain financial ratio conditions that use Adjusted EBITDA as a measure of our financial health. We also present EBITDA, Adjusted EBITDA and Adjusted Net Income because (i) we believe these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry and (ii) we use EBITDA, Adjusted EBITDA and Adjusted Net Income internally as benchmarks to evaluate our operating performance or compare our performance to that of our competitors.

In the tables below, we have provided a reconciliation of EBITDA, Adjusted EBITDA and Adjusted Net Income to our net income, the most directly comparable financial measure calculated and presented in accordance with GAAP. EBITDA, Adjusted EBITDA and Adjusted Net Income should not be considered as an alternative to net income or any other measure of financial performance calculated and presented in accordance with GAAP. Our EBITDA, Adjusted EBITDA and Adjusted Net Income may not be comparable to similarly titled measures of other organizations because other organizations may not calculate EBITDA, Adjusted EBITDA and Adjusted Net Income in the same manner as we do.

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The following table provides a reconciliation of EBITDA and Adjusted EBITDA to our net income for the periods presented.

	For the nine months ended January 31,				For the year ended April 30,
	2016		2015		2015		2014
	(dollars in thousands)
Net income	$	5,691	$	8,643	$	6,890	$	2,629
Depreciation and amortization		8,977		9,647		12,868		11,861
Interest expense, net		22,382		14,373		20,739		20,179
Income taxes		3,191		5,930		5,359		3,546
EBITDA		40,241		38,593		45,856		38,215
Acquisition related costs(a)		68		2,150		2,177		2,573
Costs associated with proposed initial public offering(b)		2,042		198		585		—
Bargain purchase gain(c)		—		—		—		(2,315	)
Debt refinancing(d)		—		—		2,941		1,835
Stock-based compensation(e)		514		118		1,341		356
Management fee and reimbursed expenses(f)		823		864		1,119		1,052
Other(g)		194		154		236		1,313
Adjusted EBITDA	$	43,882	$	42,077	$	54,255	$	43,029

(a)

In connection with our acquisitions, we incurred acquisition-related costs consisting of: investment banking, legal and other professional services costs; the recording of non-cash fair value adjustments associated with acquisition accounting; the disposal of property, plant and equipment and associated disposal costs; and costs associated with the write-off of non-operating assets.

(b)

Represents costs associated with this offering. These consisted mainly of legal, accounting and other professional advisory services costs.

(c)

During fiscal 2014, we recognized a bargain purchase gain of $2.3 million related to our acquisition of Cramer Products, Inc.

(d)

Includes expenses associated with our debt refinancings and modifications during fiscal 2015 and fiscal 2014, including our loss upon the extinguishment of debt of $1.0 million and $1.7 million during the respective periods.

(e)

Represents the non-cash charge attributable to our stock-based compensation expense.

(f)

Pursuant to our management agreement with Gridiron Capital, LLC for advisory, transaction and oversight services, we are required to pay an annual advisory fee and reimburse Gridiron Capital, LLC for its out-of-pocket expenses. In addition, we are obligated to pay a transaction fee related to the consummation of a material financing or business acquisition. This agreement will terminate upon the completion of this offering.

(g)

Represents certain non-recurring and unusual or non-operational losses primarily related to non-consummated acquisition costs, costs associated with the ongoing liquidation of a German subsidiary, facility reorganization and software write-off.

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The following table provides a reconciliation of Adjusted Net Income to our net income for the periods presented.

	For the nine months ended January 31,						For the year ended April 30,
	2016			2015			2015			2014
	(dollars in thousands)
Net income	$	5,691		$	8,643		$	6,890		$	2,629
Acquisition related costs(a)		68			2,150			2,177			2,573
Costs associated with proposed initial public offering(b)		2,042			198			585			—
Bargain purchase gain(c)		—			—			—			(2,315	)
Debt refinancing(d)		—			—			2,941			1,835
Stock-based compensation(e)		514			118			1,341			356
Management fee and reimbursed expenses(f)		823			864			1,119			1,052
Amorization expense(g)		7,765			7,703			10,297			9,373
Other(h)		194			154			236			1,313
Tax impact of adjustments to net income(i)		(4,277	)		(4,195	)		(7,010	)		(6,188	)
Adjusted Net Income	$	12,820		$	15,635		$	18,576		$	10,628

(a)

In connection with our acquisitions, we incurred acquisition-related costs consisting of: investment banking, legal and other professional services costs; the recording of non-cash fair value adjustments associated with acquisition accounting; the disposal of property, plant and equipment and associated disposal costs; and costs associated with the write-off of non-operating assets.

(b)

Represents costs associated with this offering. These consisted mainly of legal, accounting and other professional advisory services costs.

(c)

During fiscal 2014, we recognized a bargain purchase gain of $2.3 million related to our acquisition of Cramer Products, Inc.

(d)

Includes expenses associated with our debt refinancings and modifications during fiscal 2015 and fiscal 2014 including our loss upon the extinguishment of debt of $1.0 million and $1.7 million during the respective periods.

(e)

Represents the non-cash charge attributable to our stock-based compensation expense.

(f)

Pursuant to our management agreement with Gridiron Capital, LLC for advisory, transaction and oversight services, we are required to pay an annual advisory fee and reimburse Gridiron Capital, LLC for its out-of-pocket expenses. In addition, we are obligated to pay a transaction fee related to the consummation of a material financing or business acquisition. This agreement will terminate upon the completion of this offering.

(g)

Represents non-cash amortization charges primarily related to finite-lived intangibles from our acquisitions.

(h)

Represents certain non-recurring and unusual or non-operational losses primarily related to non-consummated acquisition costs, costs associated with the ongoing liquidation of a German subsidiary, facility reorganization and software write-off.

(i)

Represents the tax impact on adjustments to net income using a tax rate of 37.5%, as applicable.

(3)

Net working capital is calculated as current assets (other than cash and cash equivalents) minus current liabilities (other than debt).

49

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes and other financial information appearing elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that involve risk, uncertainties and assumptions. See "Cautionary Note Regarding Forward-Looking Statements." Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including those discussed in "Risk Factors" and elsewhere in this prospectus. Except where the context otherwise requires, the terms "we," "us," or "our" refer to the business of Performance Health Holdings Corp. and its consolidated subsidiaries.

Overview

        Performance Health is a fast-growing, highly profitable, global consumer branded health, wellness and self-care company. Our broad and complementary product offering consists of Biofreeze, TheraBand, TheraPearl, Cramer, Bon Vital, Perform and Hygenic and has been helping consumers accelerate recovery, relieve pain, increase strength, improve performance and enhance quality of life for nearly 100 years.

        We sell our products through clinical and retail channels in the U.S. and internationally. Currently, we distribute our products in over 53,000 North American retail locations and 105 countries outside of the United States, 45 of which we have entered since May 1, 2013. Over time, we expect to significantly increase our U.S. retail and international market penetration through the introduction of additional brands and products into currently served channels and markets and entry into new channels and markets.

Components of Our Operating Results and Trends

        The following discussion sets forth certain components of our statements of operations as well as factors that impact those items.

Net sales

        We generate net sales from the sale of our products to our professional, retailer and original equipment manufacturer ("OEM") customers. Our products are sold primarily to consumers through a multi-channel network including hands-on healthcare practitioners and traditional retailers, both in the U.S. and internationally. Our net sales include total sales less estimates for returns and price allowances. Price allowances include discounts for prompt payment as well as volume-based incentives.

        The following factors and trends have driven our net sales growth in recent years:

•

Increased penetration of traditional retail channels (including food, drug, mass merchant and sporting goods outlets) with our clinical brands, focusing on initiatives to expand and improve shelf presence and increase sales velocity;

•

Continued expansion into and penetration of international markets, leveraging our expanding multi-national distributor network with our growing product portfolio;

•

Acquired generally single-channel companies with strong brands and product portfolios that complement our health, wellness and self-care offering and then cross-selling these acquired products (Cramer, Bon Vital and TheraPearl) through our multi-channel network, broadening the reach to new customers;

50

•

Continued innovation in our product portfolio by, adding new products that enhance functionality, address adjacent needs or fill gaps in our current portfolio, and by developing new applications for existing products;

•

Demographic and lifestyle trends yielding a more active yet aging population with a growing incidence of chronic conditions seeking consumer-friendly, proven and less-invasive solutions for their health, wellness and self-care needs; and

•

Consistent investment in our core clinical channel, strengthening practitioner loyalty and clinical brand positioning.

        Over the past several years, we have significantly increased the breadth of our portfolio through product launches and acquisitions, the number of international markets where we sell and our total retail location count in the U.S. We expect that we will continue to grow sales in future periods as we continue to cross-sell our portfolio through each of our channels and deepen our penetration in both retail and international markets. We also anticipate pursuing additional acquisitions to further expand our complementary platform while enhancing channel capabilities.

Gross profit

        Our gross profit reflects our net sales less our cost of products sold which consists of the costs of raw materials, packaging materials, in-house and contract manufacturing, warehousing, shipping, supply chain, operational maintenance and depreciation.

        We have three owned manufacturing locations where we predominantly manufacture our elastomeric products as well as a network of contract manufacturers from whom we purchase our topical finished goods and certain other products. We source key raw materials such as latex and menthol on a global basis and normalize pricing by negotiating contracts and locking in pricing for 6 to 12 months into the future for these specific materials. Our top 4 raw materials make up 10% of our total supplier spend, so we are not significantly dependent on any one supplier.

        We have invested significant time and energy every year to improve our gross margins and achieve permanent cost reductions and productivity improvements in our operations and supply chain. These efficiency projects have focused on reducing our in-house manufacturing costs, negotiating lower contract manufacturing and freight costs, leveraging warehouse expense and reducing raw material and packaging material costs. We accomplished this with increased volume purchases, contract consolidation, secondary sourcing initiatives, lean manufacturing practices and price negotiations.

        We expect to sustain our gross margins by continuing to execute on these initiatives and executing annual price increases in our core markets. We plan to continue to leverage our buying power, pursue lean manufacturing initiatives, consolidate unit operations where appropriate, reduce our inventory levels and improve quality. We also expect our capital expenditures to remain stable as we do not plan to increase our expenditures to realize these efficiency initiatives.

Selling, general and administrative expenses

        Our selling, general and administrative expense consists of all expenditures incurred in connection with the sales and marketing of our products, as well as administrative overhead costs, including:

•

compensation and benefit costs for management, sales personnel and administrative staff, including stock-based compensation expense. Expenses relating to administrative personnel generally do not increase or decrease directly with changes in sales volumes; and

•

depreciation, amortization, advertising and other selling expenses, such as expenses incurred in connection with travel and communications.

51

        Selling, general and administrative expenses as a percentage of net sales have increased slightly from fiscal 2014 to fiscal 2015, largely driven by the full year impact of two acquisitions made in fiscal 2014 and the acquisition made in fiscal 2015.

        We continue to strategically leverage available synergies by integrating the recent acquisitions while making headcount investments, particularly in the sales, marketing and finance groups to support growth. We also continue to invest in product development to support innovation and drive net sales, as well as in information technology, including our new ERP system, the initial implementation phase of which is planned to occur during the second half of calendar 2016.

        We expect our selling, general and administrative expenses to continue to increase in absolute dollars as we invest to support the planned growth of our business and our operation as a public company. After this offering, we expect to incur net incremental annual costs related to operating as a public company in the range of $2.0 to $2.5 million after giving effect to the termination of the management agreement with our Sponsor.

Interest expense, net

        Interest expense, net consists primarily of interest expense on institutional borrowings and our indebtedness and changes in fair value of our interest rate cap instrument, net of capitalized interest expense. Interest expense, net also includes the amortization of debt issuance costs and original issue discount associated with our borrowings. See "Description of Certain Indebtedness" and Note 9 to our audited consolidated financial statements included elsewhere in this prospectus for additional information.

        We intend to use the net proceeds we receive in this offering to repay some or all of the outstanding principal on the term loan under our Second Lien Credit Facility, plus accrued interest thereon.

Results of Operations

        The following table summarizes key components of our results of operations for the period indicated, including as a percent of net sales:

	For the nine months ended January 31,										For the year ended April 30,
	2016					2015					2015					2014
	(dollars in thousands)
Net sales	$	117,675		100.0	%	$	109,878		100.0	%	$	146,194		100.0	%	$	115,762		100.0	%
Cost of products sold		46,763		39.7			45,662		41.6			61,269		41.9			49,773		43.0
Gross profit		70,912		60.3			64,216		58.4			84,925		58.1			65,989		57.0
Selling, general and administrative expenses		39,675		33.7			35,270		32.1			50,733		34.7			39,578		34.2
Income from operations		31,237		26.5			28,946		26.3			34,192		23.4			26,411		22.8
Other income (expense):
Interest expense, net		(22,382	)	(19.0	)		(14,373	)	(13.1	)		(20,739	)	(14.2	)		(20,179	)	(17.4	)
Extinguishment of long-term debt		—		—			—		—			(1,034	)	(0.7	)		(1,664	)	(1.4	)
Bargain purchase gain		—		—			—		—			—		0.0			2,315		2.0
Other, net		27		—			—		—			(170	)	(0.1	)		(708	)	(0.6	)
Total other income (expense)		(22,355	)	(19.0	)		(14,373	)	(13.1	)		(21,943	)	(15.0	)		(20,236	)	(17.5	)
Income before income taxes		8,882		7.5			14,573		13.3			12,249		8.4			6,175		5.3
Provision for income taxes		3,191		2.7			5,930		5.4			5,359		3.7			3,546		3.1
Net income	$	5,691		4.8	%	$	8,643		7.9	%	$	6,890		4.7	%	$	2,629		2.3	%

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Nine Months Ended January 31, 2016 Compared to the Nine Months Ended January 31, 2015

Net Sales

        Net sales increased $7.8 million, or 7.1%, to $117.7 million for the nine months ended January 31, 2016, as compared to the nine months ended January 31, 2015. Net sales growth has been driven by both organic growth and acquisitions. For the nine months ended January 31, 2016, the impact of the TheraPearl LLC acquisition accounted for $1.8 million of the increase in net sales since TheraPearl is included in net sales for the full nine month period ended January 31, 2016 and is included in net sales only from June 16, 2014 to January 31, 2015 for the nine month period ended January 31, 2015. This $1.8 million represents net sales for TheraPearl prior to our acquisition during the quarter ended July 31, 2014. The remaining net sales increase of $6.0 million was driven by volume increases of approximately $5.1 million from topical, performance and specialty products and by price increases of approximately $0.9 million.

Gross Profit

        Gross profit increased $6.7 million, or 10.4%, to $70.9 million for the nine months ended January 31, 2016, as compared to the nine months ended January 31, 2015. Gross profit margin increased 190 basis points to 60.3% for the nine months ended January 31, 2016, as compared to 58.4% for the nine months ended January 31, 2015. The improvement in gross profit margin over the comparable period was due primarily to acquisition-related charges in the nine months ended January 31, 2015 for the amortization of the fair value step-up on inventory of $1.2 million resulting from our June 2014 acquisition of TheraPearl LLC. The improvement in gross profit margin was also driven by lower raw material costs, price increases and, to a lesser extent, favorable product mix.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses ("SGA") increased $4.4 million, or 12.5%, to $39.7 million for the nine months ended January 31, 2016, as compared to the nine months ended January 31, 2015. As a percentage of net sales, SGA increased to 33.7% for the nine months ended January 31, 2016, as compared to 32.1% for the nine months ended January 31, 2015. The increase in SGA is driven by costs incurred to ready ourselves for our initial public offering, including professional fees of approximately $2.0 million, higher sales and marketing costs, primarily related to wages and benefits as a result of staffing increases to support growth initiatives, and increased incentive compensation expenses, partially offset by the incrementally higher acquisition related costs of $2.2 million in the nine months ended January 31, 2015.

Income from Operations

        Income from operations increased $2.3 million, or 7.9%, to $31.2 million for the nine months ended January 31, 2016, as compared to the nine months ended January 31, 2015 as a result of the factors discussed above.

Interest Expense

        Interest expense increased $8.0 million, or 55.7%, to $22.4 million for the nine months ended January 31, 2016 as compared to the nine months ended January 31, 2015. The increase in interest expense is primarily attributable to the effect of higher average outstanding debt balances of $389.7 million for the nine months ended January 31, 2016 compared to $258.0 million for the nine months ended January 31, 2015. The weighted average interest rate was approximately 7.2% for both periods.

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Other, net

        Other, net was flat for the nine months ended January 31, 2016, as compared to the nine months ended January 31, 2015.

Provision for Income Taxes

        Provision for income taxes decreased $2.7 million, or 46.2%, to $3.2 million for the nine months ended January 31, 2016, as compared to the nine months ended January 31, 2015 due primarily to lower taxable income in the nine months ended January 31, 2016. The effective income tax rate was 35.9% and 40.7% for the nine months ended January 31, 2016 and 2015, respectively.

        In the nine months ended January 31, 2015, our effective tax rate exceeded our U.S. federal statutory rate by 5.7% due to unfavorable discrete tax adjustments of $0.8 million attributable to the impact of state and foreign income taxes as well as increases in net deferred tax liabilities for changes in state income tax rates. The foreign tax impact was primarily related to the recognition of non-recurring German corporate, trade and solidarity surcharge taxes associated with the exportation of appreciated intangible assets incurred as a result of our ongoing liquidation process of a German subsidiary.

Net Income

        Net income decreased $ 3.0 million, or 34.2%, to $5.7 million for the nine months ended January 31, 2016, as compared to the nine months ended January 31, 2015, due to the reasons discussed above.

Adjusted EBITDA

        Our Adjusted EBITDA increased $1.8 million, or 4.3%, to $43.9 million for the nine months ended January 31, 2016, as compared to the nine months ended January 31, 2015, due to the reasons discussed above.

Adjusted Net Income

        Our Adjusted Net Income decreased $2.8 million, or 18.0%, to $12.8 million for the nine months ended January 31, 2016, as compared to the nine months ended January 31, 2015, due to the reasons discussed above.

Year Ended April 30, 2015 Compared to the Year Ended April 30, 2014

Net Sales

        Net sales increased $30.4 million, or 26.3%, to $146.2 million for fiscal 2015, as compared to fiscal 2014. The increase in net sales was primarily driven by volume attributable to our fiscal 2014 acquisitions, which are included in fiscal 2014 net sales since their date of acquisition and for a full year in our fiscal 2015 results, and our fiscal 2015 acquisition, which is included in fiscal 2015 net sales since its date of acquisition. Net sales from acquisitions completed in fiscal 2015 and fiscal 2014 accounted for $22.0 million of the increase in net sales. This $22.0 million represents net sales for the businesses prior to their acquisitions. The remaining growth was primarily the result of volume increases in topical products.

Gross Profit

        Our gross profit increased $18.9 million, or 28.7%, to $84.9 million for fiscal 2015, as compared to fiscal 2014. Our gross profit margin increased 110 basis points to 58.1% for fiscal 2015 from 57.0% for

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fiscal 2014. The year-over-year improvement in gross profit margin was primarily driven by reduced raw material costs and to a lesser extent by price increases, partially offset by operating investments to support growth initiatives.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses increased $11.2 million, or 28.2%, to $50.7 million for fiscal 2015, as compared to fiscal 2014. As a percentage of net sales, selling, general and administrative expenses increased from 34.2% for fiscal 2014 to 34.7% for fiscal 2015. Of the $11.2 million increase, $6.0 million was driven by our fiscal 2014 acquisitions, where a full year of activity is included in fiscal 2015 results and our fiscal 2015 acquisition. Additional key drivers of the year-over-year change include one-time charges of third-party expenses ($1.9 million) related to a debt refinancing during 2015 as well as a one-time non-cash expense upon the modification of certain stock options ($1.2 million) effected in connection with the debt refinancing and a related distribution to our stockholders.

Income from Operations

        Income from operations increased $7.8 million, or 29.5%, to $34.2 million for fiscal 2015, as compared to fiscal 2014 as a result of the factors discussed above.

Interest Expense

        Interest expense increased $0.6 million, or 2.8%, to $20.7 million for fiscal 2015, as compared to fiscal 2014. In February 2015, we entered into our senior secured credit facilities consisting of a First Lien Credit Facility and a Second Lien Credit Facility providing total term loan proceeds in the aggregate principal amount of $390.0 million and a revolving credit facility of $15.0 million. Proceeds from the senior secured credit facilities were used to redeem our then outstanding senior subordinated promissory notes due in April 2019 ($41.0 million), repay our then outstanding term loan and revolving line of credit borrowings ($215.0 million) and make a distribution to our stockholders ($134.0 million). Although our debt balances increased significantly in February 2015, the impact of this increase on interest expense was partially offset through the repayment of our higher interest rate senior subordinated promissory notes.

Extinguishment of Long-Term Debt

        As a result of the February 2015 refinancing discussed above, we incurred a loss on the extinguishment of debt of $1.0 million, which resulted from the write-off of unamortized debt issuance costs of $0.5 million and the write-off of unamortized original issue discount of $0.5 million.

        In fiscal 2014, we amended our then existing credit agreement to provide for additional term loan borrowings and as a result, made a $40.0 million partial repayment of our then outstanding senior subordinated promissory notes. Related to this amendment and partial repayment we incurred a loss on the extinguishment of debt of $1.7 million in fiscal 2014 which resulted from the write-off of unamortized debt issuance costs of $0.7 million, unamortized original issue discount of $0.2 million and the payment of a prepayment fee of $0.8 million.

Bargain Purchase Gain

        During fiscal 2014, we recognized a bargain purchase gain of $2.3 million related to our acquisition of Cramer Products, Inc.

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Other, net

        Other, net decreased $0.5 million, or 76.0%, to a $0.2 million expense for fiscal 2015, as compared to fiscal 2014. The decrease was primarily due to a smaller loss on the disposal of assets in fiscal 2015.

Provision for Income Taxes

        Provision for income taxes increased $1.8 million, or 51.1%, to $5.4 million for fiscal 2015, as compared to fiscal 2014. The effective income tax rate was 43.8% and 57.4% for fiscal 2015 and fiscal 2014, respectively.

        In fiscal 2015, our effective tax rate exceeded our U.S. federal statutory rate by 8.8% and was primarily attributable to the impact of state and foreign income taxes as well as increases in net deferred tax liabilities for changes in state income tax rates. The foreign income tax impact was primarily related to a non-recurring tax accrual of approximately $0.7 million for the recognition of the German corporate, trade and solidarity surcharge taxes associated with the exportation of appreciated intangible assets incurred as a result of our ongoing liquidation process of a German subsidiary. These increases were partially offset by the favorable impact of the domestic production activities deduction.

        In fiscal 2014, our effective tax rate exceeded our U.S. federal statutory rate by 22.4% and was primarily attributable to the impact of increases in deferred tax liabilities for changes in state income tax rates. The increase was partially offset by the favorable impact of the domestic production activities deduction and the benefit associated with the nontaxable treatment of the bargain purchase gain.

Net Income

        In fiscal 2015, our net income increased $4.3 million, or 162.1%, to $6.9 million, as compared to fiscal 2014 due to the reasons discussed above.

Adjusted EBITDA

        Our Adjusted EBITDA increased $11.2 million, or 26.1%, to $54.3 million for fiscal 2015, as compared to fiscal 2014 due to the reasons discussed above.

Adjusted Net Income

        Our Adjusted Net Income increased $7.9 million, or 74.8%, to $18.6 million for fiscal 2015, as compared to fiscal 2014 due to the reasons discussed above.

Liquidity and Capital Resources

        Our primary sources of liquidity have been cash flow from operations and borrowings available under our $15.0 million revolving credit facility. There were no borrowings outstanding under the facility at either January 31, 2016 or January 31, 2015. At April 30, 2015 there were no borrowings outstanding under our revolving credit facility and at April 30, 2014, $4.7 million in borrowings were outstanding. For fiscal 2015 and fiscal 2014, average outstanding balances under the revolving credit facility were $2.9 million and $2.4 million, respectively.

        We had net working capital, calculated as current assets (other than cash and cash equivalents) minus current liabilities (other than debt), of $40.4 million at January 31, 2016, increasing $5.4 million compared to $35.0 million at April 30, 2015. The increase in net working capital at January 31, 2016 was due primarily to increases in inventories of $3.4 million, prepaid expenses of $2.0 million, trade accounts receivable of $1.0 million and prepaid taxes of $0.9 million as well as decreases in accounts payable of $1.9 million. These increases to working capital were partially offset by an increase to other

56

current liabilities of $3.8 million, due primarily to accrued professional fees related to our initial public offering and our repurchase of common shares from a former employee.

        We had net working capital of $35.0 million and $31.2 million at April 30, 2015 and 2014, respectively. The increase in net working capital for fiscal 2015, was primarily due to increases in trade accounts receivable of $1.3 million, inventories of $2.7 million and income taxes receivable of $2.0 million as well as a decrease in income taxes payable of $0.7 million. These increases were partially offset by increases in accounts payable and accrued expenses of $3.1 million.

        We anticipate that we will continue to generate positive cash flows from operating activities and that the cash generated will be used principally to fund ongoing operations, as well as to make scheduled principal and interest payments. Over the next twelve months, scheduled principal payments are $0.7 million per quarter on the term loan under our First Lien Credit Facility.

Cash Flows

Nine Months Ended January 31, 2016 Compared to the Nine Months Ended January 31, 2015

        The following table sets forth, for the period indicated, net cash flows provided by (used in) operating, investing and financing.

	Nine Months Ended January 31,
	2016			2015
	(dollars in thousands)
Net cash provided by (used in):
Operating activities:
Net income	$	5,691		$	8,643
Depreciation and amortization		8,977			9,647
Deferred income taxes		1			(578	)
Amortization of deferred financing costs and OID		933			447
Other non-cash items		546			648
Net income adjusted for non-cash items		16,148			18,807
Changes in operating assets and liabilities		(5,903	)		(383	)
Operating activities		10,245			18,424
Investing activities		(3,181	)		(19,817	)
Financing activities		(2,911	)		6,673
Effect of exchange rate changes on cash		(152	)		(163	)
Net increase in cash and cash equivalents	$	4,001		$	5,117

Net Cash Provided by (Used in) Operating Activities

        Cash provided by operating activities was $10.2 million for the nine months ended January 31, 2016, as compared to $18.4 million for the nine months ended January 31, 2015. The decrease in cash from operating activities is primarily related to lower net income of $3.0 million due to increased interest expense, higher working capital needs of $5.5 million, including a $3.9 million increase in inventories, a $2.1 million increase in other operating assets, a $1.7 million increase in accounts receivable and a $1.3 million decrease in accounts payable, offset by a $4.1 million increase in other operating liabilities due primarily to accrued professional fees related to our initial public offering.

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Net Cash Provided by (Used in) Investing Activities

        Cash used in investing activities was $3.2 million for the nine months ended January 31, 2016, as compared to $19.8 million for the nine months ended January 31, 2015. The decrease in cash used in investing activities was the result of a $17.3 million decrease in cash paid for businesses acquired, which was used for our prior year acquisition of Therapearl LLC. The decrease was offset by a $0.7 million increase in purchases of property, plant and equipment and software.

Cash Provided by (Used in) Financing Activities

        Cash used by financing activities was $2.9 million for the nine months ended January 31, 2016, as compared to cash provided by financing activities of $6.7 million for the nine months ended January 31, 2015. The decrease in cash provided by financing activities is due primarily to net long-term borrowings of $12.5 million for the nine months ended January 31, 2015 which were used to fund our acquisition of TheraPearl LLC. For further information, refer to Note 3 to the Unaudited Condensed Consolidated Financial Statements contained elsewhere in this prospectus.

Year Ended April 30, 2015 Compared to the Year Ended April 30, 2014

        The following table sets forth, for the periods indicated, net cash flows provided by (used in) operating, investing and financing:

	Year Ended April 30,
	2015			2014
	(dollars in thousands)
Net cash provided by (used in):
Operating activities:
Net income	$	6,890		$	2,629
Depreciation and amortization		12,868			11,861
Non-cash loss on the extinguishment of debt		1,034			864
Deferred income taxes		(2,135	)		335
Amortization of deferred financing costs and OID		1,033			905
Bargain purchase gain		—			(2,315	)
Other non-cash items		1,978			1,605
Net income adjusted for non-cash items		21,668			15,884
Changes in operating assets and liabilities		(133	)		(485	)
Operating activities		21,535			15,399
Investing activities		(20,601	)		(22,269	)
Financing activities		1,065			5,657
Effect of exchange rate changes on cash		(239	)		60
Net increase (decrease) in cash and cash equivalents	$	1,760		$	(1,153	)

Net Cash Provided by Operating Activities

        Cash provided by operating activities was $21.5 million for fiscal 2015, as compared to $15.4 million for fiscal 2014. The increase in cash from operating activities is primarily related to a $4.3 million increase in net income in fiscal 2015.

Net Cash Provided by (Used in) Investing Activities

        Cash used in investing activities was $20.6 million for fiscal 2015, as compared to $22.3 million for fiscal 2014. The decrease in cash used in investing activities was the result of a $3.2 million decrease in cash paid for businesses acquired. The decrease was offset by a $1.1 million increase in purchases of property, plant and equipment and a $0.7 million increase in purchases of software.

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Cash Provided by (Used in) Financing Activities

        Cash provided by financing activities totaled $1.1 million for fiscal 2015, as compared to $5.7 million for fiscal 2014. During fiscal 2015, we received net loan proceeds of $400.0 million related to our senior secured credit facilities which were used in part to make the $134.0 distribution to stockholders, repay borrowings outstanding under our prior credit facility and our then outstanding senior subordinated promissory notes and partially fund the fiscal 2015 acquisition.

        In fiscal 2014, the funds provided were primarily the result of $4.7 million in net borrowings under our revolving line of credit and approximately $4.2 million in net new long-term borrowings.

        We intend to use the net proceeds we receive in this offering to repay some or all of the outstanding principal on the term loan under our Second Lien Credit Facility, plus accrued interest thereon. See "Use of Proceeds."

Senior Secured Credit Facilities

        We have senior secured credit facilities that consist of a $15.0 million revolving credit facility and term loans of $270.0 million and $120.0 million. As of January 31, 2016, we had $388.0 million in principal outstanding under our term loans and no borrowings outstanding under our revolving credit facility.

        On February 27, 2015, we entered into an amended and restated credit agreement, the First Lien Credit Agreement, and a Second Lien Credit Agreement providing a principal aggregate amount under our term loans of $390.0 million. The previous $13.0 million revolving credit facility was replaced with a $15.0 million facility governed by our First Lien Credit Agreement. The proceeds were used to redeem our then outstanding senior subordinated promissory notes, repay the then outstanding term loan and revolving line of credit borrowings and make a distribution to our stockholders. As a result of the refinancing, we incurred a loss on the extinguishment of debt of $1.0 million, which resulted from the write-off of unamortized debt issuance costs of $0.5 million and the write-off of unamortized original issue discount of $0.5 million.

        See "Description of Certain Indebtedness" for a detailed description of our senior secured credit facilities.

Contractual Obligations

        The following table sets forth our expected contractual obligations as of April 30, 2015:

	Obligations Due In The Fiscal Years Ending April 30:
Contractual Obligations	Total		2016		2017 - 2018		2019 - 2020		Thereafter
	(dollars in thousands)
Debt, including current portion
First Lien Term Loan	$	270,000	$	2,700	$	5,400	$	5,400	$	256,500
Second Lien Term Loan(1)		120,000		—		—		—		120,000
Interest payments(2)		157,548		28,300		56,000		55,000		18,248
Operating Leases		764		263		331		130		40
Uncertain tax positions(3)		—		—		—		—		—
Management fees(4)		7,500		1,000		2,000		2,000		2,500
	$	555,812	$	32,263	$	63,731	$	62,530	$	397,288

(1)

We intend to use the net proceeds we receive in this offering to repay some or all of the outstanding principal on the term loan under our Second Lien Credit Facility, plus accrued interest thereon.

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(2)

Amounts assume that the senior secured credit facilities are repaid upon maturity, and the revolving credit facility remains undrawn, which may or may not reflect future events. Future interest payments include commitment fees on the unused portion of the revolving credit facility and reflect the interest payments on our term loans. Future interest payments assume April 30, 2015 interest rates will prevail throughout all future periods. Actual interest payments and repayment amounts may change. As described in (1) above, we intend to use the net proceeds we receive in this offering to repay some or all of the outstanding principal on the Second Lien Credit Facility, plus accrued interest thereon.

(3)

As of April 30, 2015, we had approximately $0.6 million of uncertain tax positions, including interest and penalties. Due to the high degree of uncertainty regarding future timing of cash flows associated with these liabilities, we are unable to estimate the years in which settlement will occur with the respective taxing authorities.

(4)

Pursuant to our management agreement with Gridiron Capital, LLC for advisory, transaction and oversight services, we are required to pay an annual advisory fee of $1.0 million and reimburse Gridiron Capital, LLC for its out-of-pocket expenses. In addition, we are obligated to pay a transaction fee related to the consummation of a material financing or business acquisition. This agreement will terminate upon the completion of this offering. See "Certain Relationships and Related Party Transactions."

Off-Balance Sheet Arrangements

        We do not have any off-balance sheet arrangements.

Critical Accounting Policies

        Our discussion and analysis of results of operations and financial condition are based upon our financial statements. Our financial statements have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the amounts reported in our financial statements. We base our estimates and judgments on historical experiences and assumptions believed to be reasonable under the circumstances and re-evaluate them on an ongoing basis. Actual results could differ from our estimates under different assumptions or conditions. Our significant accounting policies, which may be affected by our estimates and assumptions, are more fully described in Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

        An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes the following critical accounting policies reflect its most significant estimates and assumptions used in the preparation of the financial statements.

Accounting for Business Combinations

        We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, royalty rates, asset lives and market multiples, among other items.

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        The fair values of intangible assets were estimated using an income approach, either the excess earnings method (customer relationships and contracts) or the relief from royalty method (trademarks and trade names). Under the excess earnings method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows attributable solely to the intangible asset over its remaining useful life. Under the relief from royalty method, fair value is measured by estimating future revenue associated with the intangible asset over its useful life and applying a royalty rate to the revenue estimate. These intangible assets enable us to secure markets for our products, develop new products to meet our evolving business needs and competitively produce our existing products.

        The fair value of real properties acquired was based on the consideration of their highest and best use in the market. The fair values of property, plant, and equipment, other than real properties, were based on the consideration that unless otherwise identified, they will continue to be used "as is" and as part of the ongoing business. In contemplation of the in-use premise and the nature of the assets, the fair value was developed primarily using a cost approach. The determination of the fair value of assets acquired and liabilities assumed involves assessing factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition.

        The results of operations for our businesses acquired are included in our financial statements from the date of such acquisition.

        See Note 3 to our audited consolidated financial statements included elsewhere in this prospectus for further detail on acquisitions and related accounting.

Asset Impairments

        Factors that could result in future impairment charges, among others, include changes in economic conditions, changes in competitive conditions and customer preferences and fluctuations in foreign currency exchange rates. These risk factors are discussed in "Risk Factors."

Goodwill

        Goodwill represents costs in excess of fair values assigned to underlying net assets of acquired companies and is not amortized; instead it is subject to annual review unless conditions arise that require a more frequent evaluation. We conduct our annual goodwill impairment assessment as of April 30 of each fiscal year and plan on conducting our annual assessment each fiscal year in April, unless conditions exist that would require a more frequent evaluation.

        In reviewing goodwill for impairment, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (greater than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. Such qualitative factors may include the following:

•

macroeconomic conditions;

•

industry and market considerations;

•

cost factors;

•

overall financial performance; and

•

other relevant entity-specific events.

        If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the two-step quantitative impairment test; otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test. The ultimate

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outcome of the goodwill impairment review for a reporting unit should be the same whether an entity chooses to perform the qualitative assessment or proceeds directly to the two-step quantitative impairment test.

        Under the two-step quantitative impairment test, the evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill.

        There are several methods of estimating a reporting unit's fair value, including market quotations, underlying asset and liability fair value determinations, and other valuation techniques, such as discounted projected future net earnings or net cash flows and multiples of earnings of comparable entities with similar operations and economic characteristics and reference transactions in the same or similar lines of business. Through probability weighting, we use a combination of discounted projected future earnings or cash flow methods, comparable transactions and multiples of earnings in estimating a reporting unit's fair value. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy, as defined in ASC 820, Fair Value Measurement.

        The process of evaluating the potential impairment of goodwill is subjective because it requires the use of estimates and assumptions as to our future cash flows, discount rates commensurate with the risks involved in the assets, future economic and market conditions, competition, customer relations, pricing, raw material costs, production costs, selling, general and administrative expenses, income taxes and other taxes. Although we base cash flow forecasts on assumptions that are consistent with plans and estimates we use to manage our business, there is significant judgment in determining the cash flows. Due to the inherent uncertainty in forecasting cash flows and earnings, actual future results may vary significantly from the forecasts. Based on the degree of uncertainty, we cannot quantify the potential effect of the change in estimates on our results of operations and financial position.

        Goodwill is allocated to, and evaluated for impairment at, the reporting unit level, which is defined as an operating segment or one level below an operating segment. We have determined that we conduct business within one operating segment and reportable unit, and, therefore, all goodwill is attributable to our one operating segment.

        If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the fair values of the individual assets (including identifiable intangible assets) and liabilities of the reporting unit are estimated. The excess of the estimated fair value of the reporting unit over the estimated fair value of its net assets would establish the implied value of goodwill. The excess of the recorded amount of goodwill over the implied value is then charged to earnings as an impairment loss.

        We chose to proceed directly to the two-step quantitative impairment test for the fiscal year ended April 30, 2015. Based on the results of our annual impairment review conducted in April 2015, management concluded that fair value exceeded the carrying value for its reporting unit including recorded goodwill, and no impairment existed.

Other intangible assets

        We conducted our initial annual indefinite-lived intangible assets impairment assessment as of April 30, 2015 and plan to update this assessment annually each April, unless conditions arise that would require a more frequent evaluation. In assessing the recoverability of indefinite-lived intangible assets, primarily trade names, projections regarding estimated discounted future cash flows and other factors are made to determine if impairment has occurred. If we conclude that there has been impairment, we will write down the carrying value of the asset to its fair value through a charge to earnings as an impairment loss. Each year, we evaluate those intangible assets with indefinite lives to determine whether events and circumstances continue to support the indefinite useful lives. When testing indefinite-lived intangible assets for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is

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more likely than not (more than 50%) that the fair value of an indefinite-lived intangible asset is less than its carrying amount. Such qualitative factors may include the following:

•

macroeconomic conditions;

•

industry and market considerations;

•

cost factors;

•

overall financial performance; and

•

other relevant entity-specific events.

        Based on the results of our annual impairment review, management concluded that the fair value exceeded carrying value and no impairments existed.

        Definite-lived intangible assets, such as trademarks, customer relationships and contracts and non-compete agreements are amortized over their estimated useful lives, generally for periods ranging from 5 to 24 years. The reasonableness of the useful lives of these assets is continually evaluated.

Long-Lived Assets

        Long-lived assets, which includes property, plant and equipment, and finite-lived intangible assets, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The impairment testing involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows generated by that asset. In the event the carrying amount of the asset exceeds the undiscounted future cash flows generated by that asset and the carrying amount is not considered recoverable, an impairment exists. An impairment loss is measured as the excess of the asset's carrying amount over its fair value. An impairment loss is recognized in the statement of operations in the period that the impairment occurs.

Stock-Based Compensation and Redeemable Common Stock

        In 2012, we adopted an equity incentive plan (the "2012 Option Plan") which was established to provide management and other employees and service providers the opportunity to acquire an ownership interest in us. An aggregate of 107,823 shares of non-voting common stock are reserved for issuance pursuant to the 2012 Option Plan. Shares issued under the 2012 Option Plan may be authorized but unissued shares or previously issued shares acquired by us. The 2012 Option Plan provides that the exercise price of options granted shall be no less than the fair market value of our common stock on the date the options are granted. Options granted have a term of no greater than 10 years from the date of grant and generally vest over a five year period in accordance with a schedule determined at the time the option is granted. The time-based option awards provide for acceleration of time-based vesting in the event of a change in control, as defined in the 2012 Option Plan. Termination of employment or service, as applicable, prior to vesting will result in forfeiture of the unvested stock options. Vested stock options will remain exercisable by an employee or other service provider after termination, subject to the terms of the 2012 Option Plan.

        Options awarded under the 2012 Option Plan vest based on the passage of time ("time vesting"), the performance of a certain event ("performance vesting"), on the attainment of a market condition ("market vesting"), or a combination of the preceding, as defined in the stock option agreements. Awards may require one or multiple conditions for vesting. Options with performance or market-based conditions are generally subject to a required service period along with the performance or market condition. We may, at our own discretion, accelerate the vesting or exercisability of an award. The stock option agreements provide for restrictions on the exercise and transfer of options.

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        A total of 107,823 and 106,500 options were outstanding under the 2012 Option Plan at April 30, 2015 and 2014, respectively, of which 43,289 and 42,600 are considered time vesting options for each respective year-end.

        Stock-based compensation cost is measured at grant date, based on the estimated fair value of the award. For time vesting options, stock-based compensation expense is recognized over the awards' requisite service period using the straight-line attribution method, less an estimate for expected forfeitures. For performance vesting options, compensation expense is recognized when achievement of the performance condition is deemed probable. For performance and market based awards which also require a service period, we use straight-line expense attribution over the longer of the derived service period or when the performance or market condition is satisfied. Our performance-based options also contain a market-based condition necessary for vesting. Since the performance condition is currently not deemed probable, no compensation expense has been recognized with respect to these options for fiscal 2015 or fiscal 2014. We use the Black-Scholes valuation model, or, in the case of awards with market-based conditions, a Monte Carlo valuation model, to determine the fair value of stock options. The Black-Scholes valuation model includes various assumptions, including the expected volatility, the expected term of the award, dividend yield and the risk-free interest rate.

        The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions noted in the table below. Expected volatilities are based on comparable companies. We use appropriate historical data, as well as current data, to estimate option exercise and employee termination behaviors. Employees that are expected to exhibit similar exercise or termination behaviors are grouped together for the purposes of valuation. The expected term of our stock options was estimated using the simplified method as we are a privately-held company and have no exercise history. The risk-free rate represents the yield on U.S. Treasury bonds with a maturity equal to the expected term of the granted options. The expected dividend yield reflects our current and expected future policy for dividends on our common stock.

        During fiscal 2015 and fiscal 2014, we recorded compensation expense of $1.3 million and $0.4 million, respectively, with respect to stock options. Included in non-cash compensation expense for fiscal 2014 is $0.2 million in stock-based compensation expense related to the sale of 6,628 shares of non-voting common stock to certain members of management at a purchase price below the fair value of the shares.

        Principal weighted average assumptions used in applying the Black-Scholes model were as follows:

Key Assumptions	2015 Grants			2014 Grants
Fair value per share of underlying shares	$	120		$	67
Volatility		47.0	%		51.8	%
Interest Rate		1.76	%		2.03	%
Dividend Yield		0	%		0	%
Expected Term (Years)		6.5			6.5

        The expected terms of the options granted are derived from our historical experience, management's estimates, and consideration of information derived from the public filings of companies similar to us, and represent the period of time that options granted are expected to be outstanding.

        For fiscal 2015 and fiscal 2014 stock option awards and redeemable common stock, we estimated the per share fair value of our common stock using a contemporaneous valuation consistent with the American Institute of Certified Public Accountants Practice Aid, "Valuation of Privately-Held Company Equity Securities Issued as Compensation" (the "Practice Aid"). In conducting this valuation, we considered all objective and subjective factors that we believed to be relevant, including our best estimate of our business condition, prospects and operating performance. Within this contemporaneous

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valuation, a range of factors, assumptions and methodologies were used. The significant factors included:

•

the fact that we were a private company with illiquid securities;

•

our historical operating results;

•

our discounted future cash flows, based on our projected operating results;

•

valuations of comparable public companies; and

•

the risk involved in the investment, as related to earnings stability, capital structure, competition and market potential.

        For the contemporaneous valuation of our common stock, management determined, as of the issuance date, our enterprise value on a continuing operations basis, using the income and market approaches, as described in the Practice Aid. The income approach utilized the discounted cash flow ("DCF") methodology based on our financial forecasts and projections, as detailed below. The market approach utilized the Guideline Public Company and Guideline Transactions methods, as detailed below.

        For the DCF methodology, we prepared annual projections of future cash flows through 2020. Beyond 2020, projected cash flows through the terminal year were projected at long-term sustainable growth rates consistent with long-term inflationary and industry expectations. Our projections of future cash flows were based on our estimated net debt-free cash flows and were discounted to the valuation date using a weighted-average cost of capital estimated based on market participant assumptions.

        For the Guideline Public Company and Guideline Transactions methods, we identified a group of comparable public companies and recent transactions within our industry. For the comparable companies, we estimated market multiples based on trading prices and trailing 12 months EBITDA. These multiples were then applied to our trailing 12 months EBITDA. When selecting comparable companies, consideration was given to industry similarity, their specific products offered, financial data availability and capital structure.

        For the comparable transactions, we estimated market multiples based on prices paid for the related transactions and trailing 12 months EBITDA. These multiples were then applied to our trailing 12 months EBITDA. The results of the market approaches corroborated the fair value determined using the income approach.

Income taxes

        The provision for income taxes was determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the period. Deferred taxes result from differences between the financial and tax basis of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date.

        At April 30, 2015 and 2014, we had a net deferred tax liability balance of $41.2 million and $43.3 million, respectively. In evaluating the ability to realize deferred tax assets, we rely on, in order of increasing subjectivity, taxable income in prior carryback years, the future reversals of existing taxable

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temporary differences, tax planning strategies and forecasted taxable income using historical and projected future operating results.

        We have determined that unremitted earnings of non-U.S. subsidiaries will be permanently reinvested to meet the working capital and expansion needs of our non-U.S. operations. As such, deferred income taxes have not been provided on these unremitted earnings as of April 30, 2015 and 2014.

        The breadth of our operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes we will ultimately pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes arising from federal, state and international tax audits in the normal course of business. A liability for unrecognized tax benefits is recorded when management concludes that the likelihood of sustaining such positions upon examination by taxing authorities is less than "more likely than not." Interest and penalties accrued related to unrecognized tax benefits are included in the provision for income taxes. At April 30, 2015 and 2014, we had gross unrecognized tax benefits for both domestic and foreign operations of $0.5 million and $0.3 million, respectively.

        See Note 17 to our audited consolidated financial statements included elsewhere in this prospectus for further detail on our accounting for income taxes.

Foreign Currency Translation

        Assets and liabilities of our foreign subsidiaries that operate primarily in a currency other than the U.S. dollar are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated using the average exchange rate in effect during the period. The gains and losses from foreign currency translation of these subsidiaries' financial statements are recorded directly as a separate component of stockholders' equity and represent all of the balance under the caption "accumulated other comprehensive income."

        For our foreign subsidiaries that operate primarily in the U.S. dollar, all foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at exchange rates in effect at the balance sheet date, and non-monetary assets and related elements of expense are remeasured using historical rates of exchange. Income and expense elements are remeasured into U.S. dollars using average exchange rates in effect during the period.

        Gains and losses from transactions denominated in currencies other than the functional currencies are included in the consolidated statement of operations in other income (expense).

Allowance for Doubtful Accounts

        We maintain an allowance for doubtful accounts that reduces receivables to amounts that are expected to be collected. In estimating the allowance, management considers factors such as current overall geographic and industry-specific economic conditions, statutory requirements, accounts receivable turnover, historical and anticipated customer performance, historical experience with write-offs and level of past-due amounts. Changes in these conditions may result in additional allowances. After all attempts to collect a receivable have failed and local legal requirements are met, the receivable is written off against the allowance.

Inventories

        Inventories are stated at the lower of cost or market value, where cost is determined by using the first-in, first-out method. The Company reduces inventories for product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its

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estimated market value. Factors utilized in the determination of estimated market value include (i) current sales data and historical return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates and (vi) component and packaging obsolescence.

Recent Accounting Pronouncements

        In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases. The standard update requires lessees to recognize a right-of-use asset and a lease liability for virtually all leases. The liability will be equal to the present value of lease payments, and the asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, leases will be classified as either operating or finance leases, based on criteria that are largely similar to those applied in current lease accounting. Operating leases will result in straight-line expense recognition, and finance leases will be amortized. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. We are evaluating the impact of adopting this standard update on our consolidated financial statements.

        In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The standard provides new guidance that requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The standard update is effective for fiscal years beginning after December 15, 2016, and interim periods within annual periods beginning after December 15, 2017. The amendments can either be adopted prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.

        In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments. The standard update provides new guidance that eliminates the requirement in a business combination to restate prior period financial statements for measurement period adjustments. Instead, measurement period adjustments will be recognized in the reporting period in which the adjustment is identified. The standard update is effective for fiscal years and interim periods beginning after December 15, 2015 and interim periods within fiscal years beginning after December 15, 2016. The amendments should be applied prospectively to measurement period adjustments that occur after the effective date of this update with early adoption permitted for financial statements that have not been issued. We will adopt this standard update as required and recognize any such future adjustments accordingly.

        In July 2015, the Financial Accounting Standards Board ("FASB") issued ASU-2015-11, Inventory. This update was issued to simplify the application of the principle of lower of cost or market to the carrying value of inventory. Under the new guidance, an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Earlier application is permitted. The adoption of ASU 2015-11 is not expected to have a material impact on our consolidated financial statements.

        In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The standard update provides new guidance that requires the presentation of unamortized debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability, rather than as a separate asset. The recognition and

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measurement of debt issuance costs are not affected by this standard update. In August 2015, the FASB issued an amendment to this standard update to address line-of-credit arrangements, which allows an entity to present debt issuance costs as an asset and subsequently amortize the debt issuance costs ratably over the term of the line-of-credit arrangement. The amendments are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of this standard update is not expected to have a material impact on our consolidated financial statements.

        In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This amendment states that in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued, when applicable). The amendments in this update are effective for the annual reporting period beginning after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on our consolidated financial statements.

        In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the new guidance does not allow for a performance target that affects vesting to be reflected in estimating the fair value of the award at the grant date. The amendments to this update are effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. Entities may apply the amendments in this update either prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our consolidated financial statements.

        In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The standard update provides new guidance that requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued a standard update to delay the effective date of ASU 2014-09 by one year. The standard update is now effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted, but not before the original effective date of the standard. The standard update is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We are evaluating our implementation method and the impact of adopting this standards update on our consolidated financial statements.

Jumpstart Our Business Startups Act of 2012

        On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an "emerging growth company." As an "emerging growth company," we are electing not to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision not to take advantage of the extended transition period is irrevocable.

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        Subject to certain conditions set forth in the JOBS Act, as an "emerging growth company," we are not required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer's compensation to median employee compensation. These exemptions will apply until the fifth anniversary of the completion of our initial public offering or until we no longer meet the requirements for being an "emerging growth company," whichever occurs first.

Inflation

        The market prices of certain materials and components used in manufacturing our products, especially latex, menthol and polyisoprene, can be volatile. Historically, however, inflation has not had a material effect on our results of operations. Significant increases in inflation, particularly those related to wages and increases in cost of raw materials could have an adverse impact on our business, financial condition or results of operations.

Quantitative and Qualitative Disclosures About Market Risk

        We are exposed to changes in interest rates and foreign currency exchange rates because we finance certain operations through variable rate debt instruments and denominate our transactions in a variety of foreign currencies. We are also exposed to changes in the prices of certain commodities that we use in production. Changes in these rates and commodity prices may have an impact on future cash flow and earnings. We manage these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not enter into financial instruments for trading or speculative purposes.

        To the extent we use derivative instruments, we are subject to credit and market risk. The fair market value of the derivative instruments is determined by using valuation models whose inputs are derived using market observable inputs, including interest rate yield curves, as well as foreign exchange and commodity spot and forward rates, and reflects the asset or liability position as of the end of each reporting period. When the fair value of a derivative contract is positive, the counterparty owes us, thus creating a receivable risk for us. We are exposed to counterparty credit risk in the event of non-performance by counterparties to our derivative agreements. We seek to reduce counterparty credit (or repayment) risk by entering into transactions with major financial institutions of investment grade credit rating.

        Our exposure to market risk is not hedged in a manner that completely eliminates the effects of changing market conditions on earnings or cash flow.

Interest Rate Risk

        Interest rate exposure relates primarily to the effect of interest rate changes on borrowings outstanding under our revolving line of credit and term loans. As of April 30, 2015, we had no borrowings outstanding under our revolving credit facility and a principal aggregate amount of $390.0 million outstanding under the term loans under our senior secured credit facilities, of which a principal aggregate amount of $270.0 million was outstanding under our First Lien Credit Facility and a principal aggregate amount of $120.0 million was outstanding under our Second Lien Credit Facility. Borrowings under our senior secured credit facilities during fiscal 2015 were subject to weighted

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average interest rate of 7.7%. Based on the outstanding borrowings under our senior secured credit facilities during the last fiscal year, we estimate that had the average interest rate on our borrowings increased by 100 basis points in fiscal 2015, our interest expense for the year would have increased by approximately $2.5 million. The impact on future interest expense as a result of future changes in interest rates will depend largely on the gross amount of our borrowings at that time.

        We selectively use derivative instruments to reduce market risk associated with changes in interest rates. The use of derivatives is intended for hedging purposes only and we do not enter into derivative instruments for speculative purposes. During fiscal 2014, we entered into an interest rate cap with a bank at 1.5% on a notional amount of $79.6 million expiring on June 30, 2016. The interest rate cap is not designated as a hedging instrument. As such, the changes in fair values of the derivatives are recorded in interest expense in the current period.

Commodity Price Risk

        We purchase certain products, such as latex, menthol and polyisoprene, which are affected by commodity prices and are, therefore, subject to price volatility caused by weather, market conditions and other factors which are not considered predictable or within our control. A hypothetical 10% increase in the price of latex, menthol and polyisoprene in fiscal 2015 would have increased costs of products sold by approximately $0.6 million during the year. In many cases, we believe we will be able to address material commodity cost increases by either increasing prices or reducing operating expenses. However, increases in commodity prices, without adjustments to pricing or reduction to operating expenses, could increase our operating costs as a percentage of our net sales.

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BUSINESS

Our Company

        Performance Health is a fast-growing, highly profitable, global consumer branded health, wellness and self-care company. Our products, distributed through clinical and retail channels both in the U.S. and internationally, help consumers accelerate recovery, relieve pain, increase strength, improve performance and enhance their quality of life. Hands-on healthcare practitioners trust and embrace our brands, as demonstrated by high in-clinic usage and recommendations to their patients and clients who in turn can purchase our products directly from their practitioner or at retail. This practitioner recommendation enhances our brands' visibility, credibility and loyalty among consumers and is an important competitive advantage that also drives retail demand. We believe the demand for our market leading brands, as well as the growth of our business, will continue to be supported by secular shifts in consumers' increasingly active lifestyles, an aging population and lower-cost self-care.

Source: Newton Report and, only with respect to information related to The Hygenic Corporation, Strategic Data Marketing.

(1)

The market share data and brand rank for The Hygenic Corporation is specific to U.S. sales of its dental dam product.

        Our brands address common health, wellness and self-care needs through a suite of practical products with nearly 100 years of heritage and protocols which are proven to deliver positive outcomes. The breadth of our product offering is a competitive advantage, not only in scope, but also because our products are complementary to one another and commonly promoted and used in tandem to address specific health, wellness and self-care needs. We expect that practitioner preference and the interconnectedness of our products and market leading brands will continue to drive growth. We also expect to capitalize on the secular shift by consumers to preventative healthcare and lower-cost in-home care driven by an aging population that wants to maintain an active, healthy and independent lifestyle in the face of growing chronic conditions.

        Our business centers on our unique engagement with the clinical community and the resulting preference for, and endorsement of, our brands and health, wellness and self-care solutions by hands-on healthcare practitioners. We engage with these practitioners by approaching them while they

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are students and provide them with career-long support such as practice-building tools, continuing education and the latest research. Consequently, we develop unique, symbiotic relationships that effectively align our brand building efforts with practitioners' focus on finding and retaining patients. We believe that our ability to maintain and develop these relationships over an extended period of time is evidence of the strength of our commitment to practitioners and the power of our brands, as we do not enter into contracts for the use or endorsement of our products with practitioners. They use our products in their practices, often endorsing them directly, and resell or dispense them to their patients, typically in tandem with a prescribed home regimen. Our strategic alignment with these hands-on healthcare practitioners serves as a true differentiator and creates a significant competitive advantage extending across our channels.

        Consumers are frequently introduced to our brands and solutions in the course of treatment by hands-on healthcare practitioners and will use our products during and after treatment, frequently becoming advocates themselves. Consumers are also increasingly self-diagnosing and self-treating with respect to their health and wellness needs. As a result, our clinical brands enjoy growing consumer demand in retail channels because they are effective, affordable and practitioner recommended. Further, in the U.S. and internationally, our products also experience meaningful retail channel demand pull, as retailers are motivated to stock recognizable brands that are requested by consumers. Our retail strategies have developed as natural extensions of our strong position in the clinical channel, both in the U.S. and internationally. Currently, we distribute our products in over 53,000 North America retail locations both on an individual product basis and by offering brands together through multi-product packages and multi-brand in-store displays, as well as in 105 countries outside of the United States with significant room for further penetration. We expect to increase our U.S. retail and international market penetration through the introduction of additional brands and products into currently served channels and markets and entry into new channels and markets.

        Within our specialty products offering that features the Hygenic brand, we leverage our competency with elastomeric formulation and processing to develop innovative custom solutions for leading dental, healthcare and industrial companies and believe that we have a leading market share in this business-to-business channel. The technological improvements that we develop within the specialty products offering continue as our intellectual property and are often applicable to new product development elsewhere in our platform.

        We have a proven history of acquiring innovative consumer branded health, wellness and self-care businesses that complement our existing suite of products, protocols and solutions and integrating them into the Performance Health platform. We also leverage nearly a century of developing elastomeric and topical products to address needs not currently met in the market. We intend to continue developing, acquiring and delivering appropriate health, wellness and self-care products and solutions that can be synergistically combined with our existing solutions-based offerings and distributed through our U.S. clinical, U.S. retail, international and specialty products channels.

        We have delivered strong financial results:

•

During fiscal 2015, we generated total net sales of $146.2 million, up from $115.8 million in fiscal 2014, representing a growth rate of 26.3% during the period. Net sales from acquisitions completed in fiscal 2015 and fiscal 2014 accounted for $22.0 million of the increase in net sales. During the first nine months of fiscal 2016, we generated total net sales of $117.7 million, up from $109.9 million in the first nine months of fiscal 2015, representing a growth rate of 7.1% during the period. Net sales from acquisitions completed in fiscal 2015 accounted for $1.8 million of the increase in net sales.

•

During fiscal 2015, we generated Adjusted EBITDA of $54.3 million, up from $43.0 million in fiscal 2014, representing a growth rate of 26.1%, and we generated net income of $6.9 million, up from $2.6 million in fiscal 2014. During the first nine months of fiscal 2016, we generated

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Adjusted EBITDA of $43.9 million, up from $42.1 million in the first nine months of fiscal 2015, representing a growth rate of 4.3%, and we generated net income of $5.7 million in the first nine months of fiscal 2016, down from $8.6 million in the first nine months of fiscal 2015. Our net income during each of these periods was impacted by significant non-cash amortization and interest expenses as a result of acquisitions and financings.

•

Our Adjusted EBITDA margins were 37.1% and 37.2% in fiscal 2015 and fiscal 2014, respectively. Our Adjusted EBITDA margins were 37.3% and 38.3% in the first nine months of fiscal 2016 and first nine months of fiscal 2015, respectively.

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During Fiscal 2015, we generated Adjusted Net Income of $18.6 million, up from $10.6 million in fiscal 2014, representing a growth rate of 74.8%. During the first nine months of fiscal 2016, we generated Adjusted Net Income of $12.8 million, down from $15.6 million in the first nine months of fiscal 2015, representing a decrease of 18.0%.

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We generated strong free cash flow conversion of 96.0% in fiscal 2015 and 97.5% in fiscal 2014. We generated strong free cash flow conversion of 95.6% in the first nine months of fiscal 2016 and 96.0% in the first nine months of fiscal 2015.

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We generated positive net sales growth in 40 of 45 years since fiscal 1971 and every year since the current platform was formed in 2006 following the acquisition of Biofreeze.

        Continuing net sales growth and strong Adjusted EBITDA margins and free cash flow conversion provide us with the flexibility to direct capital towards brand and business reinvestment, organic growth, acquisitions and deleveraging.

Industry Overview

        We compete in segments of the global consumer health and wellness market that represent $472 billion of the total market, based on data from Euromonitor International. We believe that our portfolio of leading brands and innovative solutions is well-positioned to capture rising consumer demand for health and wellness products, driven by an increase in active lifestyles, an aging population base, increases in chronic conditions, the emergence of the middle class around the globe and evolving consumer preferences with respect to health and wellness.

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Increasingly active lifestyles—Consumers of all ages are increasingly adopting active lifestyles that promote long-term health and wellness. The percentage of adults meeting weekly aerobic activity target guidelines in the U.S. increased from 40% in 1998 to 52% in 2014, according to data from the U.S. Centers for Disease Control and Prevention.

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An aging population base—There is a continuing shift toward older populations in developed markets worldwide. According to the U.S. Census, the population aged 65 and older in the U.S. alone is expected to increase from 43 million in 2012 to 73 million by 2030.

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Increases in chronic conditions—The aging population suffers a higher incidence of chronic conditions associated with recurring physical pain and constraints that require continual attention and management. As of 2015, an estimated 39% of Americans over the age of 65, as well as 32% of Americans between the pages of 45 and 54, suffer from chronic conditions, according to a 2014 report from Kantar Health.

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Emergence of the middle class in developing nations—The rise in global spending power has given consumers worldwide increased access to high-quality products and more leisure time. The OECD predicts that the global middle class will double between 2010 and 2020 and roughly triple by 2030, which we believe will drive growth of the consumer health and wellness category.

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Evolving consumer preferences—Consumer demand for products that positively affect health and wellness is on the rise globally, as evidenced by the acceleration in growth of the consumer health and wellness category.

Driven by these secular trends, the growth rate of the global consumer health and wellness market is projected to accelerate from a 2010 - 2015 CAGR of 3.8% to a 2015 - 2019 CAGR of 5.0%, based on estimates of Euromonitor International. Our integrated platform has a broad suite of complementary products and solutions that are well positioned to capitalize on this growth.

        Within the consumer health and wellness market, we operate in clinical and retail channels. In many of our product categories, both clinical and retail product markets remain fragmented, presenting attractive opportunities for an established platform to achieve continued organic and inorganic growth. Overall, we are less penetrated in the U.S. retail channel as compared to the clinical channel and thus have significant opportunities to leverage our brands' clinical positioning and preference to increase U.S. retail market share and grow our business. In the U.S. retail channel, we distribute our brands through retailers including FDM, sporting goods retailers and specialty retailers. We expect the U.S. retail market for our products to continue steady growth, driven by the demographic trends described above. Based on estimates from the Newton Report, the size of the U.S. retail channel for our current product categories is estimated to be approximately $1.7 billion.

        Internationally, we have expanded our global footprint with presence in 105 countries outside of the United States, 45 of which we have entered since May 1, 2013, and we believe we have further opportunity to penetrate and grow. According to Euromonitor International, the international market for consumer health and wellness products has grown and is projected to grow at a faster rate than the U.S. market. Based on estimates from the Newton Report, the size of the international channel for our current product categories is estimated to be approximately $5.2 billion.

        The U.S. clinical market is our most developed channel and consists of topical analgesic, therapy, rehabilitation, sports medicine and professional massage therapy products marketed to hands-on healthcare practitioners and where we command high market shares. Based on estimates from the Newton Report, the size of the U.S. clinical channel for our current product categories is estimated to be approximately $400 million. Our leading brands in the clinical channel expose our products and the Performance Health master brand to millions of consumers who trust the recommendations of their hands-on healthcare practitioners, use our products and subsequently drive demand in the retail channel. For instance, approximately 34 million U.S. adults seek chiropractic care each year with a similar number of individuals seeing massage therapists, according to reports from the Gallup-Palmer College of Chiropractic and the American Massage Therapy Association. Other types of practitioners, such as physical therapists, also treat a significant number of individuals that are exposed to our products. Consequently, our leading brands in the clinical channel continuously reinforce retail channel growth while creating a significant competitive advantage.

Evolution of Our Business

        Performance Health has established a foundation of quality, authenticity, clinical effectiveness and hands-on healthcare practitioner loyalty that we trace back to the Cramer brand's creation in 1918 and the formation of The Hygenic Corporation, a dental rubber manufacturing enterprise that produced hard rubber used in the dental industry, in 1925.

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In 1978, we introduced the first progressive resistance band offering, TheraBand, pioneering the category and beginning our shift toward health, wellness and self-care products.

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In 1988, we initiated the sale of TheraBand products in Europe through our first international distributors. In 2009, we transitioned this formerly opportunistic initiative into a proactive, higher-growth and regionally-managed channel.

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In 1999, we launched TheraBand Academy (now Performance Health Academy) and TheraBand Research Advisory Committee (now Performance Health Scientific Advisory Committee) to strengthen our position as a leader in evidence-based research, outcomes and education.

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In 2006, the merger of TheraBand and Biofreeze launched the broader cross-channel platform that is now Performance Health.

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In 2009, we introduced Perform and began to actively establish a growing U.S. retail presence.

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To further leverage the strengths of our synergistic health, wellness and self-care platform, we acquired Cramer Products in 2013 and Bon Vital and TheraPearl in 2014 to complement the ongoing organic innovation and channel reach of our brands.

        Today, we have a portfolio of leading, complementary brands that are synonymous with the markets they serve and enjoy hands-on healthcare practitioner loyalty fostered by years of evidence-based research, education, protocols and practice-building support. Our strong foundation with a broad base of practitioners translates into clinical and retail growth, both in the U.S. and internationally, driven by consumer demand generated through practitioner preference and endorsement and retailers' desire to stock clinically proven products. We believe that our long-term commitment to investments in advancing patient care and supporting practitioners will continue to yield market leading applications, category-defining products, significant practitioner loyalty and brand adoption that will underpin our continued growth.

Our Competitive Strengths

        We believe that the following strengths differentiate us from our competitors and will drive continued sales and profit growth:

Strong Practitioner Loyalty for our Leading Brands

        Our widely recognized and established portfolio of complementary, market leading brands has years of proven clinical effectiveness, supported by deep loyalty among hands-on healthcare practitioners and consumers. For example, Biofreeze and TheraBand are both number one brands in their respective categories, each with over 70% Share and Unaided Awareness of 88% and 98%, respectively. Likewise, Bon Vital and Cramer each has the number two Share in their respective categories. Our leading market positions are the result of decades of practitioner engagement, which differentiates our brands from those of our competitors. In addition, we commonly promote multiple brands, as well as solution sets comprised of multiple brands, that address specific ailments to hands-on healthcare practitioners, further differentiating ourselves from mono-branded competitors. Moreover, the base of practitioner awareness and preference for our brands, combined with the proven efficacy of our products, creates a self-reinforcing cycle of product awareness, trial and referral by hands-on healthcare practitioners, who advocate for us while providing proven treatments. This practitioner validation promotes brand awareness and elevates trust among consumers, also generating demand pull from retailers in both international and domestic markets.

Product Alignment with Growing Consumer Needs

        We are uniquely positioned at the intersection of branded consumer products and science-based health, with solutions that capitalize on significant long-term demographic and economic trends while addressing the full spectrum of lifestyle care across all ages, including exercise, performance, recovery, pain relief, rehabilitation and wellness. In the U.S., the population is increasingly focused on preventative healthcare and maintaining an active lifestyle. The natural aging process increases the incidence of chronic conditions such as back pain and arthritis, which are frequently accompanied by physical pain and lifestyle constraints. Such conditions require continual personal attention and

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management, generating demand among sufferers for convenient, cost-effective and proven solutions. Our products are "healthcare-lite" in that they capitalize on a growing consumer preference to satisfy healthcare needs without resorting to invasive surgical procedures or costly prescription medications, both of which can carry undesirable side effects. The growing focus on prevention and self-care has placed a greater demand on accessible, effective, low-cost alternatives and consumer preferences for services and therapies for in-home settings. As people live longer and have more active lifestyles, and as traditional health and wellness and consumer products converge to solve common healthcare needs, our products and protocols remain among the most trusted, proven and cost-effective available.

Unique Multi-Channel Strategy

        Our differentiated positioning, core clinical competency and preferred status among a growing population of domestic and international consumers enable us to bring our brands to market through multiple channels:

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U.S. clinical—Our commercial and brand-building focus centers on the U.S. clinical channel, where a large number of hands-on healthcare practitioners embrace and endorse our products through use in the course of treatments complemented by prescribed home regimens. Our position in this market is enhanced by our in-house clinical marketing and education teams that engage practitioners by reaching them first while they are students and providing them with ongoing support throughout their careers, including practice-building tools and the latest research. Consequently, this practitioner base has long tenured loyalty and enthusiasm for our brands that extends to our consumers.

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U.S. retail—Our strong position in the U.S. clinical channel generates consumer awareness, trust and latent demand that drive growth in our U.S. retail channels, such as FDM, sporting goods and specialty retail where our customers include CVS, Dick's Sporting Goods, Rite-Aid, Target, Walgreens and Wal-Mart. We have enjoyed strong momentum in U.S. retail to date, and within FDM, Target and Rite-Aid are two examples illustrative of our success. Since introducing our first product, we have increased the number of doors in which our products are sold by over 1,700 and 600 doors, respectively. The extensive use of our products by hands-on healthcare practitioners instills confidence in patients, who are also consumers, in the quality and clinical effectiveness of our products and generates retailer demand pull because our products are directly requested by consumers. This dynamic creates an opportunity to drive our clinical brands throughout retail channels and has the added benefit of turning more consumers into brand advocates. Currently, our brand offering includes TheraBand, TheraPearl, Perform, Cramer and Bon Vital. Over time, we expect that our U.S. retail market penetration will continue to increase through the introduction of additional brands and products. For example, since introducing our products at Dick's Sporting Goods, the stock keeping units ("SKUs") sold at Dick's have increased from 3 to 30 as we continued to introduce new products and brands.

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International—We have expanded into international retail and professional markets through a growing global network of distributors as a result of the reputation of our brands as leading practitioner-recommended products in the U.S. We typically enter a new country with a smaller number of products from a single brand, opening the opportunity for introduction of additional brands and products over time. Since May 1, 2013, we have entered 45 of the 105 countries outside of the United States where we currently distribute. We believe we have significant room for further penetration across international markets as we continue to expand and deepen our relationships in each of these countries, in part because our entire brand portfolio is not sold in every international market where we have a presence with one or several of our brands. Within these markets, our products are primarily sold into pharmacies, sports and fitness retail locations, hospitals, physiotherapist offices and to athletic trainers and teams. The majority of our international net sales come from Europe, followed by Asia-Pacific, the Middle East, Africa,

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Canada and Latin America. Over time, we expect that our international market penetration will continue to increase through the introduction of additional brands and products and the entrance into new countries.

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Specialty Products—Specialty Products is a business-to-business channel providing customized solutions for leading dental, healthcare and industrial companies that have been our customers for decades and shares common products and distributors within our U.S. clinical channel. Within the Specialty Products channel, our customer base spans multiple industries due to the wide applicability of our core competencies in elastomeric components. We own the intellectual property that we develop for our customers, providing a sustainable competitive advantage.

Proven Innovation Capabilities

        Our product development capabilities have enabled our success in innovating into new and adjacent products, channels and end-user markets. Due to our unique engagement with hands-on healthcare practitioners and consumers, we gain insights that help us develop relevant new products. Our product development function is organized to find and address new and adjacent needs and to continuously improve upon our existing products. The engineering requirements and formulations necessary to develop and produce many of our products are highly-specialized and cannot be easily replicated by our competitors. Our contributions to the field of health, wellness and self-care include category-defining products under the Biofreeze, TheraBand, TheraPearl, Cramer and Hygenic brands. As of January 31, 2016, our patent portfolio consisted of 103 secured and 55 pending patents.

Efficient Manufacturer Supported by a Flexible Global Supply Chain

        Leveraging over 90 years of manufacturing experience, Performance Health has developed efficient, low-cost manufacturing processes. We are a market leader in the custom manufacturing of highly engineered natural rubber, latex, polyisoprene and thermoplastic elastomeric components and have developed a core competency around manufacturing custom-formulated products with strict technical and quality specifications. When a product requires significant technical expertise to produce, such as specialty products and TheraBand, we are able to rely on our robust in-house capabilities. We optimize our cost structure by balancing in-house manufacturing with high quality, low cost third-party manufacturers based on volume, material inputs and technological complexity. We design, specify and formulate our own unique products with a network of select contract manufacturers that maintain quality control and compliance programs which we regularly audit. Additionally, we control our costs by scaling our platform through organic growth and integrating acquisitions, implementing and executing on efficiency initiatives. Our flexible, asset-lite supply chain translates into a global, lean operational footprint that generates strong free cash flow conversion.

Consistent History of Strong Financial Performance and Free Cash Flow Conversion

        We have delivered consistent sales growth and a highly-visible sales stream with approximately 90% of our net sales in fiscal 2015 attributable to single-use or single-consumer-use products, based on management's estimates. Our attractive Adjusted EBITDA margins (37.1% in fiscal 2015) are achieved through strong brands that often yield premium pricing and the ability to deliver annual price increases. Our Adjusted EBITDA margins, sales growth and low capital expenditures result in significant annual free cash flow conversion. In fiscal 2015, we achieved free cash flow conversion of 96.0%. This substantial free cash flow generation enables us to make meaningful investments in brands, personnel and product development to drive future growth and margin enhancement, acquire attractive businesses and pay down debt.

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Experienced Management Team with Demonstrated Track Record

        Our management team, led by Marshall Dahneke, our Chief Executive Officer, Rocco Mango, our President and Chief Operating Officer, and Scott Emerick, our Chief Financial Officer, has significant experience leading businesses in the health, wellness and self-care and manufacturing industries. Messrs. Dahneke, Mango and Emerick have a combined 80 years of relevant industry experience, and Messrs. Dahneke and Mango have helped build our strategy and platform, which has resulted in strong financial results and a significant global growth opportunity. Management is supported by a team of operators who have executed our strategy, developed new products and successfully managed and integrated a series of acquisitions. Integrating acquired businesses and cross-selling solutions are core competencies of ours.

Our Growth Strategy

        We believe significant incremental growth potential exists in cross-selling complementary brands across multiple sales channels, creating system solutions from our multi-brand offering and leveraging our competitive strengths. In addition, we see attractive opportunities to grow through new product offerings, international expansion and strategic acquisitions.

Cross-Sell Leading Brands through Multi-channel Capabilities

        We believe we can significantly grow our business by cross-selling our current product platform through multiple channels. We have developed deep relationships with hands-on healthcare practitioners and our brands' Shares and Unaided Awareness reflect our investment in these relationships. The brand loyalty that our consumers develop creates demand for our products at retail. To capitalize on this latent demand, we have built a strong U.S. retail channel team and meaningfully expanded our distribution within this channel. Our products are currently available in over 53,000 North America retail locations. We believe that our retail sales will continue to grow as we introduce and actively drive our full product portfolio into this channel, emphasizing multi-brand in-store displays and multi-product packages under the Performance Health master brand, while continuing to add new retail customers. We have similarly invested in building a strong international distributor management team and have expanded our global footprint with distributors in 105 countries outside of the United States, 45 of which we have entered since May 1, 2013 and where we believe we have further opportunity to grow. Similar to our U.S. retail channel, we believe we enjoy attractive growth potential internationally as we introduce and cross-sell our entire brand portfolio across this network, especially in those countries we recently entered. Further, we expect the success of these cross-selling strategies will continue to be bolstered by the ongoing strength and growth of our U.S. clinical channel.

Expand Our Solutions-based Approach

        We promote a solutions-based approach, focused on leveraging our products with clear usage protocols backed by evidence-based research to address specific, common health, wellness and self-care needs. We have historically done so as a mono-brand and then a duo-brand company. With the recent additions of Cramer, Bon Vital and TheraPearl, we are now pursuing opportunities to elevate the effectiveness of our solutions by using multiple brands in concert to achieve more holistic, broader, system solutions. As we continue to develop and expand our platform, we expect to more fully address common needs by offering additional multi-brand solution sets. We intend to leverage our clinical competencies of education and evidence-based research to give practitioners the protocols necessary to implement broader system solutions involving multiple Performance Health brands. This strategy further strengthens practitioner and consumer satisfaction with our products, increases awareness and drives growth across the entire portfolio. This growth strategy also strengthens and unites a platform that can readily integrate additional brands, further differentiating us from our mono-branded competitors.

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        One multi-brand, system-solution approach can be illustrated by examining how a range of our products combined with protocols can be used to more comprehensively treat low back pain. Back pain is the second most frequent medical complaint in the U.S. with lifetime prevalence of 80% and a one-year prevalence rate of 15% - 20%, which is predominantly comprised of low back pain.

Illustrative example: low back pain system solution

        A typical consumer will not achieve their desired outcome without clear and easily accessible protocols. We are developing these system offerings and protocols to support a multi-brand solutions-based approach, delivered to consumers via practitioners, web apps, videos and booklets.

Accelerate Growth through Continued Innovation

        We have an established history of driving growth through pioneering new categories and next generation products, capitalizing on new trends and introducing innovative product extensions under our brands. Our product development organization has enabled us to innovate into new and adjacent products and end-user markets. To fulfill its mandate of identifying and addressing needs that are not sufficiently satisfied in the market today, our product development team oversees a multi-stage screening process that assesses and prioritizes new ideas, whether originating inside or outside of the company. Then the team interviews customers and users, reviews the competitive landscape, develops prototypes and solicits additional feedback prior to commercialization. We will continue to leverage our product development capabilities to develop and expand our product offerings and categories in ways that provide next-generation solutions addressing unmet needs of consumers.

Expand Global Footprint to Grow Internationally

        We believe that expanding and deepening our international footprint will continue to be a growth engine, both through expansion into new countries and further penetrating established and recently entered markets. The credibility of our clinical brands enables international expansion, as overseas professionals want to use, and retailers seek to stock, the leading U.S. clinically endorsed brands, including those marketed under the Performance Health master brand. The accelerating pace of our international expansion is indicative of our brands' powerful draw. Since May 1, 2013, we have entered 45 of the 105 countries outside of the United States where we currently sell our products. We have likewise grown and strengthened our international sales team that effectively drives growth through our

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international distributors. In our existing international markets, there is significant opportunity to introduce additional brands and begin implementing both solutions-based and multi-channel strategies.

Pursue Strategic Acquisitions

        We have a proven track record of acquiring and integrating new synergistic brands into our offering platform. Having acquired Cramer, Bon Vital and TheraPearl in the last two years, we are now more frequently approached as a potential acquirer of businesses and products in the health, wellness and self-care industry, and we maintain a robust pipeline of future acquisition opportunities. Our acquisition focus remains on companies in adjacent product categories that can benefit from the strength of our multi-channel network that can enable us to accelerate product penetration, expansion into complementary categories and geographic regions or that can add capabilities or technologies to our portfolio. We have historically used our cash flow to fund the opportunities we source. Given the number of available opportunities, we approach acquisitions selectively, seeking out companies with strong brand recognition and clear alignment with our platform, yielding attractive cross-selling potential. Management has built a replicable acquisition strategy by accelerating product roll-out through our existing clinical practitioners, retail channels and international and specialty products network that we believe will continue to support growth in the future.

Our Brands

        We offer a broad and complementary array of leading brands and products in the health, wellness and self-care markets, including the following brands:

        Biofreeze:Biofreeze is the market leading and #1 recommended topical analgesic in the U.S. clinical market with over 70% Share, and is available in gel, spray, roll-on and single packs. Biofreeze is primarily used for the treatment of aches and pains in muscles and joints, both in a clinical setting with a hands-on healthcare practitioner and for home use. We distribute Biofreeze primarily through our U.S. clinical and international channels.

        TheraBand:TheraBand offers a broad range of progressive resistance products for rehabilitation, health, wellness and fitness and has a #1 Brand Rank with over 70% Share, in the category that we pioneered. The TheraBand line of products includes signature resistance bands with a proprietary color progression corresponding to the level of resistance, tubes, exercise balls and numerous specialty products to improve strength, stability and range of motion in both recovery and fitness applications. We distribute TheraBand primarily through the U.S. clinical and international channels, where our customers include physical and occupational therapists, chiropractors and athletic trainers, and have an emerging U.S. retail presence.

        TheraPearl:TheraPearl is the #1 Ranked retail line of hot and cold therapy packs uniquely designed with patent pending pearl technology to relieve pain and reduce inflammation. These products are specifically designed to conform to individual body parts, including ankle, wrist, knee, shin, neck, eyes and back, as well as a full sized face mask for relief following cosmetic surgery or from migraines or sinus infections. Many of these offerings feature convenient built-in straps to comfortably hold the pack in place and facilitate mobility. TheraPearl also offers children's packs to help treat small aches and pains. We distribute TheraPearl primarily through the U.S. retail and international channels, with an emerging presence in the U.S. clinical channel.

        Cramer:Cramer offers a wide range of sports medicine products to serve the needs of hands-on healthcare practitioners, trainers and athletes and is the #2 Ranked brand in the sports medicine category. Cramer products include athletic tape, braces, cold therapy products, first aid kits, protection and padding, splints, a variety of wound care products, hydration equipment, analgesics and, more recently, braces, supports and protective performance apparel. We distribute Cramer products through a

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variety of channels in the U.S. and internationally, including hands-on healthcare practitioners and chain, independent and specialty sporting goods retail stores.

        Bon Vital:Bon Vital is a line of professional massage therapy and body care products, including a retail line of skin care, facial therapy, foot balm, exfoliators and finishing and aromatherapy oils, holding the #2 Brand Rank position. Bon Vital lubricants are primarily used in clinical settings by massage therapists, athletic trainers, physical therapists and chiropractors for soft tissue and deep muscle therapy work. We distribute Bon Vital primarily through U.S. clinical channels and have an emerging U.S. retail and international distribution presence.

        Perform:Perform is a topical analgesic sold in the retail channel. Similar to Biofreeze, Perform products are menthol-based analgesics designed to relieve pain through cold therapy and are available in gel, spray, roll-on and single pack. Marketed as "from the makers of Biofreeze," Perform is distributed through FDM retailers including CVS, Rite-Aid, Walgreens and Wal-Mart. We have also recently introduced a "warm" application with capsaicin as the active ingredient to serve consumers that prefer a warm topical.

        Hygenic:Hygenic encompasses elastomeric products including dental products, rubber profiles, sheeting and elastomeric tubing. Hygenic products are custom formulated, designed to specification and sold to dental and healthcare companies, OEMs and distributors.

        From a product perspective, our products fall under four categories: (i) topical products, which include gels, creams, lotions, balms, oils and sprays applied to the skin for pain relief, recovery and renewal, sold under our Biofreeze, Perform, Bon Vital and Cramer brands; (ii) rehabilitation products, which include resistance bands, tubes, exercise balls and specialty products used during rehabilitation and fitness to improve strength, stability and range of motion and are primarily sold under the TheraBand brand; (iii) performance products, which include hot and cold packs, braces, athletic and kinesiology tapes and other products used to prevent or treat injuries, relieve pain, reduce inflammation, provide support and enable individuals to return faster to activity and performance and are sold under our Cramer, TheraPearl and TheraBand brands; (iv) specialty products, which include innovative, custom-designed products addressing unique challenges for dental, healthcare and industrial companies sold under the Hygenic brand and non-branded custom elastomeric solutions. For fiscal 2015 and fiscal 2014, net sales of our topical products represented approximately 38% and 39% of net sales, respectively. For fiscal 2015 and fiscal 2014, net sales of our rehabilitation products represented approximately 25% and 30% of net sales, respectively. For fiscal 2015 and 2014, net sales of our performance products represented approximately 22% and 12% of net sales, respectively. For fiscal 2015 and fiscal 2014, net sales of our specialty products represented approximately 15% and 20% of net sales, respectively.

Clinical Engagement

        Our business centers on our unique engagement with the clinical community and the resulting preference for, and endorsement of, our brands and health, wellness and self-care solutions by hands-on healthcare practitioners. Our strategic alignment with these hands-on healthcare practitioners serves as a true differentiator and creates a significant competitive advantage for us, achieved through:

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Developing professional school relationships to reach students—We have developed relationships with a majority of the country's chiropractic, podiatric and massage therapy schools, where the practitioner base receives its professional education. We have effectively embedded our products and content into these schools' curricula, which engages students early and generates product awareness, brand knowledge and loyalty prior to graduation. We estimate that approximately 40,000 new students are exposed to our products each year through these professional training programs.

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Practice building support—We offer marketing and referral support to hands-on healthcare practitioners by aligning the awareness-building, sampling and purchasing of our brands with practitioners' top priorities of finding and retaining new patients for their services. For example, we offer large quantities of free product samples that include custom-printed cards with the practitioner's contact information, as a value-added tool to promote their services with a direct or implied endorsement accruing to our brand. Other alignment tools include our brand-specific "where to buy" web portals that point consumers in need to participating practitioners within a specific zip code and our in-office merchandising programs which enable practitioners to maximize their product revenue streams as they drive our topline growth.

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Rich clinical content and extensive training—We believe that, in addition to providing patients and practitioners with quality products, proven protocols are necessary to achieve desired patient outcomes. In 1999, we launched TheraBand Academy (now Performance Health Academy) and the TheraBand Research Advisory Committee (now Performance Health Scientific Advisory Committee) to establish ourselves as a leader in evidence-based research, outcomes and education. Performance Health Academy is one of the largest searchable online databases of peer-reviewed published research articles and clinical applications on accelerating recovery, relieving pain, increasing strength and improving performance using resistive exercise products, topical analgesics, kinesiology tape and other product categories. The Performance Health Scientific Advisory Committee is comprised of a group of 18 practitioners and researchers from around the world that conduct new research and develop new clinical applications using our products and establish initiatives to promote research in areas of clinical importance. We leverage our large and growing library of clinical content through continuing education courses offered by 60 qualified U.S. instructors. Our educational and clinical research initiatives strengthen our clinical channel sales and marketing efforts by providing ongoing support and resources to hands-on healthcare practitioners.

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Affiliations—We offer continuous and visible support to the leading professional associations that advocate for and strengthen their respective professions. Although, in almost all cases, we do not have formal agreements with these leading professional associations, and therefore these associations have no continuing obligation to us, as with our relationships with hands-on healthcare practitioners, we believe our continued and ongoing affiliations with these professional associations demonstrate the strength of our commitments and the power of our brands. Our long-term relationships with them encompass endorsement of our products, brand awareness-building and product marketing through email campaigns, newsletters and trade events targeting association members. We further strengthen our relationships through

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co-sponsored scholarships, supporting and sharing relevant research and presenting Performance Health humanitarian awards that recognize their members' accomplishments.

Product Innovation

        Innovation is an important component of our growth strategy and is deeply embedded in our culture. Over the past two fiscal years, we have spent approximately $0.5 million and $0.6 million, respectively, on research and development activities. Our proven ability to leverage our strong brand equity and technologies has allowed us to pioneer new categories and introduce next generation products. Our strong practitioner relationships provide real-time insight into identifying and addressing needs that are not sufficiently satisfied in the market today. This enables us to capitalize on new trends and evolving customer needs as well as to continually innovate into new and adjacent products and end-user markets.

        For each new product development initiative, a cross-functional team moves the project from concept to full commercialization. Our product development team is responsible for overseeing the stage-gate process from start to finish and collaborates with cross-functional resources throughout our organization, including sourcing, manufacturing process engineers, product management, finance and marketing. Primary responsibilities of the product development team include:

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Overseeing the development of new products;

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Improving existing products;

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Partnering with third parties to develop or enhance products by combining technologies; and

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Completing rigorous testing before launch.

        As part of the product development process, the product development team also interviews customers, key opinion leaders and lead users, conducts a review of the competitive landscape, develops prototypes and solicits feedback from a broader set of stakeholders prior to commercialization. Lastly, the product development team summarizes the results of the analysis, which are then evaluated collectively for potential commercialization. Utilizing this framework while simultaneously soliciting

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external idea submissions, we have built an attractive pipeline of new, innovative products, including 56 since 2012.

        The following table outlines examples of recent product introductions:

Product	Calendar Year Introduced		Innovation Type
TheraBand CLX		2015	New Technology
TheraBand Kinesiology Tape		2015	Feature Enhancement
Perform Atomic Heat		2015	New Formula, New Active Ingredient
Bon Vital Massage Gels		2014	Line Extensions
Cramer Thunder Lightning Skill Protective Apparel		2014	Feature Enhancement
Elasti-Dam Dental Dam		2014	New Technology
Braided Welding Tubing		2013	Reformulation
Biofreeze 360° Spray		2012	New Technology
TheraPearl Pals, Lansinoh and Knee Wraps		2012	Line Extensions
TheraBand Hand Xtrainer		2012	Adjacent Product
TheraBand Roller Massager+		2012	Adjacent Product

Sales and Marketing

        Our differentiated positioning, core clinical competency and preferred status among a growing population of domestic and international consumers enables us to bring our brands to market through multiple channels. We commonly market our brands together, as a system, and often in solution sets intended to address a particular ailment where we present, market and sell some or all of our brands together under the Performance Health master brand to customers in each distribution channel.

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U.S. Clinical

        In order to establish and strengthen practitioner awareness, preference and clinical endorsement to differentiate our brands, we have developed a strong presence in professional training schools, including a majority of the country's chiropractic, podiatric and massage therapy schools. We facilitate continuing education for practitioners by disseminating clinical research, articles, protocols and outcomes. We also engage with practitioners directly through sponsorship of industry trade shows and speaker forums, our online and print media advertising campaigns and outbound calling programs. Additionally, we generate strategic engagement and loyalty through continuous, career-long practice building support that effectively aligns our brand-building efforts with practitioners' focus on finding and retaining patients. Net sales in our U.S. clinical channel accounted for approximately 52% of net sales in fiscal 2015 and 49% of net sales in the first nine months of fiscal 2016.

U.S. Retail and International

        Our sales and marketing strategy in the U.S. retail channel is focused on gaining and growing our shelf presence, providing convenient consumer access to our practitioner-endorsed products. Our dedicated retail sales team emphasizes the positioning of our products in retail as leading clinical brands, often offering multi-brand in-store displays under our Performance Health master brand featuring broader solutions. Additionally, we promote our brands through in-store and at-shelf promotions, complemented by Sunday newspaper coupon inserts, a dedicated social media and web presence, events-based sampling programs and a professional public relations program. Net sales in our U.S. retail channel accounted for approximately 14% of net sales in fiscal 2015 and 17% of net sales in the first nine months of fiscal 2016.

        Internationally, we co-market and promote our products through a large network of distributors that possess first hand knowledge of their respective retail, rehabilitation and wellness markets. Our international distributors are actively managed and, in order to maintain the rights to purchase and market our products, they must maintain specific accountability and performance thresholds. Net sales in our international channel accounted for approximately 19% of net sales in fiscal 2015 and 19% of net sales in the first nine months of fiscal 2016.

Specialty Products

        Our marketing strategy for specialty products is based upon identifying and more fully educating potential new prospects and existing customers on our core manufacturing and material science competencies. Our specialty products website (www.hygenic.com) enables current and potential customers to learn about our full specialty product offerings, manufacturing capabilities, level of expertise and our products' applicability across various uses. Prospective customers can easily request a quote through our website by submitting detailed product specifications covering multiple product and service attributes. The information on, or that can be accessed through, our website is not part of this prospectus, and you should not rely on any such information in making the decision whether to purchase our common stock. Net Sales in our specialty products channel accounted for approximately 15% of net sales in fiscal 2015 and 14% of net sales in the first nine months of fiscal 2016.

Manufacturing and Sourcing

        Our over 90 years of manufacturing experience enables us to produce an extensive range of elastomeric products for a number of different applications. To consistently produce high quality products, we employ standard work instructions, extensive training, in-line inspection and testing, statistical process control and process validation, and we encourage a quality-focused and engaged workforce using proprietary production equipment designed by our engineering team. Over the past few years, we have invested in process improvements and new custom built equipment to improve productivity, supplement product launches and further enhance the quality of our products. We

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continue to improve our manufacturing cost base through lean initiatives, while also focusing on employee safety, product quality, and customer delivery.

        We outsource production of our topical products, protective apparel and certain other products to contract manufacturers in the U.S., Europe and Asia. In fiscal 2015, third-party manufactured products represented approximately 57% of our net sales. Management carefully assesses and regularly audits these contract manufacturers to maintain our quality control and compliance programs. Furthermore, these sourcing partners operate according to competitively bid contract arrangements under which we own all product formulations and intellectual property.

Competition

        Notwithstanding the size of the health, wellness and self-care market, our industry remains highly fragmented. We do not compete with any single competitor across all of our product lines and have numerous competitors of varying sizes, including personal care companies, branded consumer healthcare companies and private label manufacturers. Novartis, the maker of Voltaren, Hisamitsu, the maker of Salonpas, Johnson & Johnson, the maker of Bengay, and Chattem, the maker of Icy-Hot, Aspercreme and Capsazin compete with our Perform brand's topical analgesics. In addition, our TheraPearl line of hot and cold packs competes against 3M, the maker of Nexcare and Ace hot and cold packs. We believe the scope of our offerings under our Cramer brand is not matched by any single competitor, but our Cramer line of products have competitors in select product categories. Specifically, we compete with 3M's line of braces and supports and with Johnson & Johnson's Coach athletic tape, as well as more generally with Mueller. Each of our Biofreeze, TheraBand, Bon Vital and Hygenic brands compete in highly fragmented environments without a specific material competitor.

        We compete on the basis of numerous factors, including brand awareness and loyalty, ease of use, product quality, product variety, package design, shelf space, price, advertising, promotion, customer service and the ability to identify and satisfy consumer demand. We believe that we currently compete effectively with respect to each of these factors.

Seasonality

        There is some seasonality to our sales trends. Sales are typically higher in our first and second fiscal quarters when consumers are generally more active during the spring and summer months, as well as in our fourth fiscal quarter as distributors and some retailers build inventory in anticipation of consumer demand as spring begins and in response to fiscal year-end incentives and contractual purchase requirements. Sales in our third fiscal quarter are negatively impacted by winter weather and the holiday season when consumers are not as active. Therefore, our quarterly operating results are not necessarily indicative of operating results for the entire year, and historical operating results in a quarterly or annual period are not necessarily indicative of future operating results.

Intellectual Property

        Our trademarks are of material importance to our business and are among our most important assets. Substantially all of our sales are from products bearing proprietary brand names. Accordingly, our future success may depend in part upon our ability to build and protect the goodwill associated with our trademarks, particularly Biofreeze, TheraBand, TheraPearl, Cramer, Bon Vital, Perform and Hygenic. We file and maintain registrations protecting our trademarks in those countries in which we have, or desire to have, a business presence. We hold an extensive portfolio of trademark registrations across our key geographies. As of January 31, 2016, we maintained more than 425 trademark registrations and applications in 85 countries worldwide. We monitor and protect our brands by enforcing our trademark rights against infringers. If we are not able to effectively enforce our rights, others may be able to infringe or dilute our trademarks and diminish the value associated with our

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brands, which could have a material adverse effect on our business, financial condition and results of operations.

        We are continually developing new technology and ideas and rely on a combination of patents, copyrights and trade secrets to protect our proprietary information. To protect our trade secrets we employ internal policies and controls as well as confidentiality and proprietary information agreements with vendors, employees, consultants and other third parties. Despite these protections, it may be possible for unauthorized parties to copy our products or gain access to or independently develop our proprietary information, any of which could have a material adverse effect on our business. We had 103 secured patents and 55 patents pending as of January 31, 2016, covering a number of our products or portions of our products. None of the patents that we own or license, however, is material to our business.

Government Regulation

        Our business is subject to extensive legal and regulatory requirements in and outside the U.S. Such legal and regulatory requirements apply to most aspects of our products, including their development, ingredients, manufacture, packaging, labeling, storage, transportation, distribution, export, import, advertising, promotion, and sale. U.S. federal authorities, including the FDA, the FTC, and the Consumer Product Safety Commission (the "CPSC"), regulate different aspects of our business, along with parallel authorities at the state and local levels and comparable authorities outside the U.S.

        In the U.S., we manufacture and distribute drugs, medical devices and cosmetics subject to U.S. federal regulation by the FDA.

        Our over-the-counter ("OTC") drug products, such as our topical analgesic products, are regulated pursuant to the FDA's OTC drug monograph system. Under the OTC drug monograph system, selected OTC drug products are considered generally recognized as safe and effective and do not require the submission and approval of a new drug application. The FDA OTC drug monographs identify permissible ingredients and requirements for permitted indications, required warnings and precautions and allowable combinations of ingredients and dosage levels. Drugs marketed under the OTC drug monograph system must conform to specific quality, formula and labeling requirements. Companies selling OTC drug products must register their drug facilities, list their drugs and report adverse events to the FDA. All OTC drug products must be manufactured in accordance with the FDA's drug GMPs.

        The FDA has not yet finalized certain OTC drug monographs, such as the external analgesic monograph, and with certain exceptions will permit companies to sell drug products that adhere to the most recent proposed monograph (known as the "tentative final monograph") until the final monograph is published and effective. If a final monograph ultimately deviates from the "tentative final monograph," companies may need to reformulate or relabel their products to conform with the final monograph prior to its effective date.

        Some of our products, including some of our rehabilitation products, are regulated by the FDA as medical devices. To be commercially distributed in the U.S., a medical device must, unless exempt, receive clearance or approval from the FDA. Lower risk devices are categorized as either class I or II devices. For class II devices, the manufacturer must generally submit to the FDA, and obtain FDA clearance, of a premarket notification requesting clearance for commercial distribution known as a "510(k)" clearance. Certain class II devices marketed prior to 1976 are considered preamendment devices and are not subject to the 510(k) clearance requirements, unless otherwise specified by the FDA. Most class I devices are exempt from 510(k) clearance requirements. All of our medical devices are Class I medical devices, with the exception of one device regulated as a preamendment Class II device.

        Medical device manufacturers are required to, among other things, (i) develop labeling that includes adequate directions for use to assure the device's safe and effective use, (ii) register with the

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FDA and list their devices, (iii) establish a quality system (pursuant to GMPs) to help ensure that their products consistently meet applicable requirements and specifications, (iv) establish and maintain procedures for receiving, reviewing, and evaluating complaints, (v) report certain device-related adverse events to the FDA, and (vi) report to the FDA certain removals or corrections of a distributed product.

        Some of our personal care products, such as our massage and spa products, are subject to various laws and regulations applicable to cosmetics. In the United States, the regulation of cosmetic content and labeling is under the primary jurisdiction of the FDA. Cosmetics are not subject to pre-market approval by the FDA, but the products, their ingredients and their label and labeling content are regulated by the FDA and it is the burden of those who sell cosmetics to ensure that they are safe for use as directed.

        The FDA performs periodic inspections to ensure that drug, medical device and cosmetic facilities, whether ours or those of our third-party manufacturers, comply with applicable regulatory requirements. The failure of a facility to be in compliance may lead to regulatory action against the violative products or company, including warnings, import detentions, market withdrawals, seizures, recalls, injunctions, civil money penalties, restitution and disgorgement of profits, operating restrictions, criminal prosecutions or other enforcement actions.

        Some of our products, such as some of our apparel, are regulated as "consumer products" by the CPSC. The CPSC regulates certain aspects of our products pursuant to various federal laws, including the Consumer Product Safety Act (the "CPSA"), as amended by the Consumer Product Safety Improvement Act of 2008, and the regulations promulgated thereunder. The CPSC is authorized to take actions against hazards presented by consumer products. The CPSC can file an action to seize a violative product under the CPSA and also may order other remedies such as recall, replacement, repair or refund for the product. Manufacturers, importers and distributors of consumer products have a legal obligation to immediately report to the CPSC, if for example, a defective product could create a substantial product hazard or creates an unreasonable risk of serious injury or death. Failure to fully and immediately report this information may lead to substantial penalties. In addition, the CPSC requires testing and certification of certain products.

        The advertising of all of our products is primarily regulated at the federal level by the FTC, which prohibits deceptive advertising and generally requires that advertising claims be truthful, not misleading, and substantiated by competent and reliable scientific evidence. Deceptive drug, device or cosmetic advertising may be subject to FTC enforcement action and may also be challenged in court by competitors or others under the federal Lanham Act or similar state laws. Penalties for false or misleading advertising may include, among other things, monetary fines or judgments, consumer redress, as well as injunctions against further dissemination of such advertising claims.

        Our products sold in other countries are also subject to regulation under various foreign laws that include provisions governing, among other things, product formulation, manufacturing, packaging, labeling, advertising and distribution. Government regulations in foreign countries may prevent or delay the introduction, or require the reformulation, of certain of our products.

Employees

        At January 31, 2016, we had 480 employees. Of those employees, 422 are permanent salaried or hourly employees and 58 are temporary employees. 97 employees at our Malaysian facility are unionized and are covered by a collective bargaining agreement. Management believes relations with our employees are good.

Properties

        Our corporate headquarters is located in Akron, Ohio. We own our property in Akron, Ohio, subject to liens in favor of the lenders under our senior secured credit facilities. Our property in Akron,

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Ohio consists of approximately 85,000 square feet of office and manufacturing space and 48,000 square feet used as a warehouse.

        We also own property in Gardner, Kansas that consists of approximately 94,000 square feet of office space, manufacturing, laboratories, and storage and warehouse space, which property is encumbered by liens in favor of the lenders under our senior secured credit facilities. We also own property in Ridzuan, Malaysia, consisting of a 77,000 square foot manufacturing facility.

        In addition, we lease office and warehouse space in Gardner, Kansas, Columbia, Maryland, Buena Park, California, Cuyahoga Falls, Ohio and Athens, Greece.

Our Acquisition

        In October 2012, we were acquired by PHW Equity Investors, L.P., which is controlled by our Sponsor. As a result, we became a party to a management agreement and a stockholder agreement, each of which is described in "Certain Relationships and Related Party Transactions." We also incurred indebtedness in connection with the transaction, which we refinanced in February 2015. Additional information about our current indebtedness can be found in "Description of Certain Indebtedness." Three of our directors, Messrs. Burger, Jr., Conese, Jr. and Jackson, are affiliated with our Sponsor.

Legal Proceedings

        During the ordinary course of business, we have become and may in the future become subject to legal actions and proceedings. Although the outcome of these and other claims cannot be predicted with certainty, management believes all of the current legal actions and proceedings that we are a party to are of an ordinary or routine nature incidental to our business, the resolution of which should not have a material adverse effect on our financial condition, results of operations or cash flows.

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MANAGEMENT

        The following table sets forth the name, age (as of March 1, 2016) and position of individuals who currently serve as our directors and executive officers:

Name	Age		Position
Marshall Dahneke		51	Chief Executive Officer, Director
Rocco Mango		50	President and Chief Operating Officer
Scott Emerick		51	Chief Financial Officer
Thomas A. Burger, Jr.		49	Chairman, Director
Michael Celano		57	Director
Eugene P. Conese, Jr.		56	Director
Kevin Jackson		36	Director
Mark Larsen		61	Director
Stephen Knox		60	Director

        Marshall Dahneke, Chief Executive Officer and Director.    Marshall Dahneke has served as our President and Chief Executive Officer and as a member of our board of directors since June 2008. Prior to joining the Company, Mr. Dahneke served as Vice President and General Manager, Infection Prevention Technology Business Unit at STERIS Corporation, from August 2005 to June 2008. Prior to that, Mr. Dahneke served as Corporate Vice President, New Venture Development at Hillenbrand Industries from May 2004 to August 2005. Mr. Dahneke has over 25 years of corporate leadership and executive management experience and started his career as a consultant with Bain & Company, Inc. Mr. Dahneke holds a Bachelor of Arts degree in Economics and a Masters of Business Administration from Brigham Young University. We believe Mr. Dahneke is qualified to serve on our board of directors based on his executive management experience during a period of substantial growth for us.

        Rocco Mango, President and Chief Operating Officer.    Rocco Mango has served as our President and Chief Operating Officer since April 2014. Prior to joining the Company, Mr. Mango served as the Vice President and General Manager for Estane Engineered Polymers at Lubrizol Corporation, an oil additives and special chemicals company, from July 2011 until April 2014 and as GM, Food and Pharmaceuticals and GM, TempRite Engineered Polymers from February 2009 to July 2011. He also has held commercial and operational positions at BF Goodrich, Bliss-Salem and Noveon International, Inc. Mr. Mango holds a Bachelor of Science in Chemical Engineering from the University of Cincinnati.

        Scott Emerick, Chief Financial Officer.    Scott Emerick has served as our Chief Financial Officer since December 2015. Prior to joining the Company, Mr. Emerick served as Vice President and Chief Financial Officer of Park-Ohio Holdings Corp. from July 2012 until June 2015. Prior to that, Mr. Emerick served as the Corporate Controller of The Lubrizol Corporation from 2004 to 2011. Prior to that, he served as Director of Finance and Director of Accounting and External Financial Reporting at Noveon, Inc. from 2001 to 2004 and as Director of Finance and Corporate Controller of Flexalloy Inc. from 1997 to 2001. Prior to joining Flexalloy, a division of Textron Inc., he spent seven years with the accounting firm Ernst & Young. Mr. Emerick is a CPA and holds a Bachelor of Science in Accounting from The University of Akron.

        Thomas A. Burger, Jr., Chairman, Director.    Thomas A. Burger, Jr. has served as a member of our board of directors since October 2012. Mr. Burger is a Managing Partner of Gridiron Capital, LLC, a private equity firm, which he co-founded in 2004. Mr. Burger has over 20 years experience in the private equity industry. Prior to his experience in private equity, Mr. Burger worked with The Boston Consulting Group from 1992 to 1994 and with General Electric in its Manufacturing Management Program from 1988 until 1990. He has served on the board of directors of numerous privately held companies including Dent Wizard, McKenzie Sports, Quality Solutions, Motion Recruitment Partners

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and Counsel on Call. Mr. Burger holds a Bachelor of Science in Mechanical Engineering and Materials Science from Duke University and a Masters in Business Administration from the Wharton School at the University of Pennsylvania. We believe Mr. Burger is qualified to serve on our board of directors due to his investment and industry experience and previous and current service on the boards of directors of many private companies.

        Michael Celano, Director.    Michael Celano became a member of our board of directors in September 2015. Mr. Celano has served as a Board Member and Audit Committee Chair of Orasure Technologies since 2006. Since 2015 he has served, in a part-time capacity, as Chief Financial Officer of Makindus, a specialty pharmaceutical company. Mr. Celano was the Chief Financial Officer of DrugScan, a laboratory services company from 2013 to 2015. Mr. Celano was Chief Financial Officer of Kensey Nash, a biomaterials company from 2009 until 2012 and served as Managing Director of Aon Risk Services from 2007 to 2008. From 2004 to 2007, Mr. Celano served as Vice President, Finance and Chief Financial Officer for BioRexis Pharmaceutical, a biopharmaceutical company. Before joining BioRexis Pharmaceutical, Mr. Celano served as a partner with KPMG LLP, in charge of its Mid-Atlantic Life Sciences Practice, from 2002 to 2004, and was co-leader of its National Life Science Practice. Prior to joining KPMG, Mr. Celano was co-leader of the Life Science Practice and Partner for Arthur Andersen LLP for several years. Mr. Celano holds a B.S. degree in Accounting from St. Joseph's University. We believe Mr. Celano is qualified to serve on our board of directors due to his significant background in accounting and his service as an executive officer of a public company.

        Eugene P. Conese, Jr., Director.    Eugene P. Conese, Jr. has served as a member of our board of directors since October 2012. Mr. Conese is Co-Founder and Managing Partner of Gridiron Capital, LLC, a private equity firm, which he co-founded in 2004. Mr. Conese serves on several of Gridiron Capital, LLC's private company boards and the Audit Committee for certain of these boards. Previously he has also served on the board of directors of two public companies: Ducommun Incorporated from 2000 until 2013, where he served on the Audit Committee from 2002 to 2009 and the Governance and Nominating Committee from 2009 to 2013; and Greenwich Air Services, Inc. from 1989 through 1997 and was a member of that board's Executive Committee. Mr. Conese holds a Bachelor of Arts degree in Economics from Denison University. We believe Mr. Conese is qualified to serve on our board of directors due to his significant industrial operations experience, experience in acquisition integrations and previous and current service on the boards of directors of public and private companies.

        Kevin Jackson, Director.    Kevin Jackson has served as a member of our board of directors since October 2012. Mr. Jackson serves as Managing Director at Gridiron Capital, LLC. Prior to joining Gridiron Capital in July 2010, Mr. Jackson worked at CCMP Capital from 2006 until 2009. Prior to joining CCMP Capital in July 2006, Mr. Jackson worked at Credit Suisse from 2004 until 2006, where he focused on mergers and acquisitions and corporate finance. He currently serves on the board of directors of Dent Wizard, Tokyo Joe's and H.M. Dunn AeroSystems. Mr. Jackson holds a Bachelor of Arts in Economics and Latin American Studies from Oberlin College and a Masters of Business Administration from Columbia University. We believe Mr. Jackson is qualified to serve on our board of directors due to his investment and industry experience and previous and current service on the boards of directors of several private companies.

        Mark Larsen, Director.    Mark Larsen has served as a member of our board of directors since April 2013. Mr. Larsen has served as Senior Advisor at Lee Hecht Harrison, a global talent mobility firm, since January 2015. Prior to Lee Hecht, Mr. Larsen served as a senior consultant to InterChina from May 2013 until January 2015. Also during this time, Mr. Larsen served as President, Dragon Healthcare/Global Healthcare Integrators from May 2013 until December 2014. Prior to Interchina and Dragon Healthcare/Global Healthcare Integrators, Mr. Larsen served as Principal, Digital Healthcare Products from November 2012 until December 2013. He also served for more than fifteen years at

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Wyeth Pharmaceuticals until October 2009 as President, Asia Pacific and the global infant formula division of Wyeth Nutritional and previously as President, Europe, Middle East and Africa, Wyeth Pharmaceuticals, and President of Intercontinental, Wyeth Pharmaceuticals. Mr. Larsen has more than three decades of experience working in the pharmaceutical and consumer products industries primarily running international businesses. Mr. Larsen holds a Bachelor of Arts in History from Princeton University. We believe Mr. Larsen is qualified to serve on our board of directors due to his relevant industry and international business experience.

        Stephen Knox, Director.    Stephen Knox has served as a member of our board of directors since August 2013. Mr. Knox has served as a Senior Advisor at Boston Consulting Group since September 2010. Prior to the Boston Consulting Group, Mr. Knox served in a variety of senior management roles at Procter & Gamble from 1977 until 2010. Mr. Knox holds a Bachelor of Arts in Marketing from the University of Wisconsin. We believe Mr. Knox is qualified to serve on our board of directors due to his consulting and management experience with consumer product businesses.

Composition of our Board of Directors

        Our board of directors currently consists of seven directors. Our certificate of incorporation that will be in effect upon the completion of this offering provides that our board of directors will consist of at least three directors but not more than 15 directors and that the number of directors may be fixed from time to time by resolution of our board of directors; provided that until the date that PHW Equity Investors, L.P. and its respective successors, Transferees and Affiliates (each as defined in our certificate of incorporation) own less than a majority of the then outstanding common stock (the "Trigger Date"), the size of our board of directors will be determined by the affirmative vote of at least a majority of our then outstanding common stock unless a majority of directors affiliated with PHW Equity Investors, L.P. vote in favor of the board of directors determination. Vacancies on our board of directors will be filled exclusively pursuant to a resolution adopted by a majority of the directors then in office, even if less than a quorum. However, until the Trigger Date, if the resolution filling any vacancies does not receive approval from a majority of directors affiliated with our Sponsor, vacancies will be filled by a majority vote of our then outstanding common stock.

        Upon the completion of this offering, the terms of office of members of our board of directors will be divided into three classes:

•

Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2016;

•

Class II directors, whose terms will expire at the annual meeting of stockholders to be held in 2017; and

•

Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2018.

        Our Class I directors will be Messrs. Conese and Larsen, our Class II directors will be Messrs. Jackson and Knox and our Class III directors will be Messrs. Burger, Celano and Dahneke. At each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following such election and until their successors are duly elected and qualified or until his or her earlier death, resignation or removal. Any vacancies in our classified board of directors will be filled by the remaining directors, and the elected person will serve the remainder of the term of the class to which he or she is appointed. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

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Code of Business Conduct and Ethics

        Prior to the completion of this offering, we will have adopted a Code of Conduct and Business Ethics applicable to our employees, officers (including our principal executive officer, principal financial officer and principal accounting officer) and members of our board of directors. The Code of Conduct and Business Ethics will be accessible on our website at www.performancehealth.com. If we make any substantive amendments to the Code of Conduct and Business Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Conduct and Business Ethics to our officers, including the principal executive officer, principal financial officer or principal accounting officer, we will disclose the nature of such amendment or waiver on that website or in a report on Form 8-K.

Board Structure and Committee Composition

        Upon the completion of this offering, we will have an audit committee, a compensation committee and a nominating and corporate governance committee, in each case, with the composition and responsibilities described below. Each committee will operate under a charter that will be approved by our board of directors. The composition of each committee will be effective upon the completion of this offering. The members of each committee are appointed by the board of directors and serve until their successor is elected and qualified, unless they are earlier removed or resign. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.

        Following the completion of this offering, we expect to be a "controlled company" under the rules of NASDAQ because more than 50% of our outstanding voting power will be held by our Sponsor. See "Security Ownership of Beneficial Owners and Management." Because we intend to avail ourselves of exceptions applicable to "controlled companies" under the listing rules of our exchange, we may not have a majority of independent directors and our compensation committee and nominating and corporate governance committee will not be composed entirely of independent directors as defined under such rules. The controlled company exception does not modify the independence requirements for the audit committee, and we intend to comply with the audit committee requirements of the Sarbanes-Oxley Act and the rules of our exchange. These rules require that our audit committee be composed of at least three members, a majority of whom will be independent within 90 days of the date of this prospectus, and all of whom will be independent within one year of the date of this prospectus.

Audit Committee

        The purpose of the audit committee will be set forth in the audit committee charter. The audit committee's primary duties and responsibilities will be to: (i) appoint or replace, compensate and oversee our outside auditors for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us; (ii) pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our outside auditors, subject to de minimis exceptions which are approved by the audit committee prior to the completion of the audit; (iii) review and discuss with management and the outside auditors the annual audited and quarterly unaudited financial statements, our disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the selection, application and disclosure of critical accounting policies and practices used in such financial statements; (iv) review and approve all related party transactions; and (v) discuss with management and the outside auditors significant financial reporting issues and judgments made in connection with the preparation of our financial statements, including any significant changes in our selection or application of accounting principles, any major issues as to the adequacy of our internal controls and any special steps adopted in light of material control deficiencies. The outside auditors will report directly to the audit committee.

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        Prior to our listing on NASDAQ, the audit committee will consist of Messrs. Celano, Conese, Jr. and Larsen. Mr. Larsen is an independent director and Mr. Celano is both an independent director and an "audit committee financial expert" within the meaning of Item 407 of Regulation S-K, and will serve as chair of the audit committee. Eugene P. Conese, Jr. is an "affiliated person" under Rule 10A-3 of the Exchange Act and therefore does not meet the independence criteria for audit committee membership pursuant to NASDAQ rules. We are permitted to phase in our compliance with the independent audit committee requirements set forth in NASDAQ rules and relevant Exchange Act rules as follows: (i) one independent member at the time of listing, (ii) a majority of independent members within 90 days of listing and (iii) all independent members within one year of listing. We expect that, within one year of our listing on NASDAQ, Mr. Conese, Jr. will have resigned from our audit committee and an independent director for audit committee purposes (as determined under NASDAQ rules and Exchange Act rules) will have been added to the audit committee. Prior to the completion of this offering, our board of directors will adopt a written charter under which the audit committee will operate. A copy of the charter, which will satisfy the applicable standards of the SEC and the exchange on which we list our shares, will be available on our website.

Compensation Committee

        The purpose of the compensation committee is to assist the board of directors in fulfilling its responsibilities relating to oversight of the compensation of our directors, executive officers and other employees and the administration of our benefits and equity-based compensation programs. The compensation committee reviews and recommends to our board of directors compensation plans, policies and programs and approves specific compensation levels for all executive officers. Prior to our listing on NASDAQ, the compensation committee will consist of Messrs. Knox, Burger, Jr. and Jackson. Mr. Knox will serve as chair of the compensation committee. Prior to the completion of this offering, our board of directors will adopt a written charter under which the compensation committee will operate. A copy of the charter, which will satisfy the applicable standards of the SEC and the exchange on which we list our shares, will be available on our website.

Nominating and Corporate Governance Committee

        The nominating and corporate governance committee is responsible for: (i) identifying, screening and reviewing individuals qualified to serve as directors (consistent with criteria approved by our board of directors) and recommending to our board of directors candidates for nominating for election at the annual meeting of stockholders or to fill vacancies on our board of directors or newly created directorships; (ii) developing and recommending to our board of directors and overseeing the implementation of our corporate governance guidelines (if any); (iii) overseeing evaluations of our board of directors and (iv) recommending to our board of directors candidates for appointment to committees of our board of directors. Prior to our listing on NASDAQ, the nominating and corporate governance committee will consist of Messrs. Larsen, Burger, Jr. and Jackson. Mr. Larsen will serve as chair of the nominating and corporate governance committee. A copy of the charter, which will satisfy the applicable standards of the SEC and the exchange on which we list our shares, will be available on our website.

Compensation Committee Interlocks and Insider Participation

        All compensation and related matters are reviewed by our compensation committee. Upon the completion of this offering, our compensation committee will consist of Messrs. Knox, Burger, Jr. and Jackson. None of the members of our compensation committee is or has at any time during the past year been an officer or employee of ours. None of our executive officers currently serves or in the past year has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors of compensation committee.

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EXECUTIVE COMPENSATION

        This section describes the material elements of the compensation awarded to, earned by, or paid to Marshall Dahneke, our Chief Executive Officer, and our two most highly compensated executive officers (other than our Chief Executive Officer), Rocco Mango, our President and Chief Operating Officer, and Niels Lichti, our Senior Vice President of Finance, who served as our Chief Financial Officer during fiscal 2015. During fiscal 2015, these individuals were executive officers of The Hygenic Corporation, our operating subsidiary. In fiscal 2016, Mr. Lichti transitioned to the role of our Senior Vice President of Finance. Scott Emerick commenced employment as our new Chief Financial Officer on December 10, 2015.

Summary Compensation Table

        The following table sets forth information about certain compensation awarded to, earned by or paid to our named executive officers during fiscal 2015:

Name and Principal Position	Fiscal Year		Salary		Option Awards(1)		Non-Equity Incentive Plan Compensation(2)		All Other Compensation(3)		Total
Marshall Dahneke,		2015	$	345,868	$	400,106	$	173,709	$	26,417	$	946,100
Chief Executive Officer
Rocco Mango,		2015	$	325,000	$	63,089	$	169,953	$	11,118	$	569,160
President and Chief Operating Officer
Niels Lichti,		2015	$	200,000	$	153,791	$	83,669	$	11,531	$	448,991
Former Chief Financial Officer

(1)

Amounts represent the incremental fair value, calculated in accordance with FASB ASC Topic 718, associated with adjustments to the exercise prices of outstanding time-based options in connection with our 2015 distribution, as described below. Our named executive officers did not receive any stock option grants in fiscal 2015.

(2)

Amounts represent bonuses paid under our annual cash bonus program with respect to fiscal 2015, as described below.

(3)

Included in "All Other Compensation" for fiscal 2015 are the following items:

Name	401(k) Plan Company Match(i)		Automobile Allowance(ii)		Other(iii)		Total
Marshall Dahneke	$	12,809	$	12,000	$	1,608	$	26,417
Rocco Mango	$	9,510	$	—	$	1,608	$	11,118
Niels Lichti	$	9,923	$	—	$	1,608	$	11,531

(i)

Represents Company matching contributions under our 401(k) Plan.

(ii)

Represents the value of the annual automobile allowance provided to Mr. Dahneke pursuant to his employment agreement with us.

(iii)

Represents the value of Company-paid premiums for executive life and disability insurance coverage.

2015 base salaries

        Each of our named executive officers is paid a base salary reflecting his skill set, experience, role and responsibilities. The initial base salary of each of our named executive officers is set forth in his

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employment agreement (described below under "Agreements with our named executive officers") and is subject to annual review. Mr. Dahneke makes recommendations regarding base salary increases for Messrs. Mango and Lichti (but not for himself). Our compensation committee reviews these recommendations and determines the annual base salary increases for our named executive officers.

2015 bonuses

        In fiscal 2015, each of our named executive officers was eligible to earn a cash bonus under our cash bonus program, which is designed to reward the achievement of a pre-established corporate EBITDA goal and individual performance goals. The bonus program becomes fully funded if we satisfy an EBITDA target based on year-over-year growth in EBITDA that is established by our board of directors at the beginning of our fiscal year. The bonus program can be partially funded if year-over-year EBITDA growth is below target but above the EBITDA level achieved in our prior fiscal year. Once funding of the bonus pool is determined based on EBITDA achievement, Mr. Dahneke recommends to our compensation committee the amount of individual bonus awards for Messrs. Mango and Lichti (but not for himself) based on the achievement of individual performance objectives. Individual performance objectives, as they relate to our named executive officers, include achievement of key company initiatives under our strategic business plan, attainment of certain management effectiveness metrics and achievement of personal development goals. Our compensation committee reviews each named executive officer's performance during the fiscal year as well as Mr. Dahneke's recommendations regarding the performance of Messrs. Mango and Lichti and determines the amount of the annual bonus to be paid to our named executive officers.

        The target bonus for each of our named executive officers, which is a specified percentage of base salary, is set forth in their individual employment agreements. The actual amount of the bonuses paid to our named executive officers for fiscal 2015 is set forth above in the Summary Compensation Table in the column entitled "Non-Equity Incentive Plan Compensation."

2016 bonuses

        In fiscal 2016, each of our named executive officers is eligible to earn a cash bonus under our 2016 cash bonus program, which contains terms that are substantially the same as those under our 2015 bonus program, as described above.

Agreements with our named executive officers

        We have entered into an employment agreement with Mr. Dahneke, dated October 11, 2012, with Mr. Mango, dated March 7, 2014, and with Mr. Lichti, dated October 11, 2012 (and amended on July 21, 2015). Each agreement sets forth the terms and conditions of the executive's employment with us, the material terms of which are summarized below.

Base salaries and bonus opportunities

        Pursuant to his employment agreement, Mr. Dahneke is entitled to an annual base salary, which is subject to review for increase only, as described above. Mr. Dahneke's current base salary is $350,000, which became effective on July 1, 2015. Mr. Dahneke is also eligible to receive an annual bonus at a target of 50% of his base salary under our cash bonus program, as described above under "2015 bonuses." In addition, he is entitled to the use of a company automobile or, in our discretion, an automobile allowance of $1,000 per month.

        Pursuant to his employment agreement, Mr. Mango is entitled to an annual base salary, which is subject to review as described above. Mr. Mango's current base salary is $325,000. Mr. Mango is also eligible to receive an annual bonus at a target of 50% of his base salary under our cash bonus program, as described above under "2015 bonuses."

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        Pursuant to his employment agreement, as amended, Mr. Lichti is entitled to an annual base salary, which is subject to review as described above. Mr. Lichti's current base salary is $225,000, which became effective on May 1, 2015. Mr. Lichti is also eligible to receive an annual bonus at a target of 40% of his base salary under our cash bonus program, as described above under "2015 bonuses." Mr. Lichti's annual bonus target was increased to 50% of his base salary effective May 1, 2015.

Severance

        Each employment agreement provides for severance if we terminate the executive's employment other than for cause (as defined in his respective employment agreement) or if the executive terminates his employment with us for good reason (as defined in his respective employment agreement). Mr. Dahneke is also entitled to severance if his employment with us terminates on account of his disability and each of Messrs. Dahneke and Lichti is entitled to severance if we elect not to renew the term of their employment agreements. Under each of these termination scenarios, as applicable to the executives, each of our named executive officers is entitled, subject to certain conditions, to continued payment of his base salary for a period of 12 months following such termination of employment (reduced, in the case of Mr. Mango, by any amounts received from subsequent employment during the 12-month period) and, if the named executive officer elects to continue his medical and dental benefits under COBRA, payment of our portion of COBRA premiums for a period of 12 months following such termination of employment. All severance entitlements are subject to the named executive officer's execution of a release of claims in favor of us and his continued compliance with certain post-termination restrictive covenants set forth below.

Restrictive Covenants

        Pursuant to their respective employment agreements, our named executive officers are subject to certain restrictive covenants, including covenants relating to confidentiality and nondisclosure, as well as covenants not to compete with us or to solicit our customers, prospective customers, employees or other service providers during employment and for a period of time thereafter. Specifically, Messrs. Dahneke, Mango and Lichti are prohibited from competing with us, or soliciting our customers, for a two-year period following termination of employment (one year, in the case of Mr. Dahneke, if we terminate his employment without cause or on account of his disability or if he terminates employment with us for good reason) and we may elect to extend the period of these restrictions for an additional twelve months in exchange for additional severance payments over such extended time period. Each named executive officer is prohibited from soliciting our employees or other service providers for two years following termination of employment.

New CFO Employment Agreement

        On December 10, 2015, we entered into an employment agreement with Scott Emerick to serve as our new Chief Financial Officer. Under this agreement, Mr. Emerick will be paid an annual base salary equal to $315,000, which is subject to annual review by our board of directors or our compensation committee. Mr. Emerick is also eligible to receive an annual bonus at a target of 50% of his base salary under our cash bonus program. For fiscal 2016, his annual bonus, to the extent earned, will be pro-rated to reflect the time period in which he was employed by us.

        Mr. Emerick's employment agreement provides for severance if we terminate his employment other than as a result of his death or disability, his material breach of the employment agreement or for cause (as defined in his employment agreement), or if he terminates his employment with us for good reason (as defined in his employment agreement). Under these termination scenarios, Mr. Emerick would be entitled, subject to certain conditions, to continued payment of his base salary for a period of 12 months following such termination of employment and, if he elects to continue his medical and dental benefits under COBRA, payment of our portion of COBRA premiums for a period

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of up to 12 months following such termination of employment, unless he obtains medical coverage under a subsequent employer's plan. Mr. Emerick would also be entitled to Company-paid outplacement services. All severance entitlements are subject to Mr. Emerick's execution of a release of claims in favor of us and his continued compliance with certain post-termination restrictive covenants, as described below.

        Under his employment agreement, Mr. Emerick is subject to restrictive covenants relating to confidentiality and nondisclosure, as well as covenants not to compete with us or to solicit our customers or prospective customers during employment and for a two-year period thereafter. We may elect to extend the period of these noncompetition and nonsolicitation restrictions for an additional twelve months in exchange for additional severance payments over such extended time period. In addition, Mr. Emerick is prohibited from soliciting our employees or other service providers during employment and for two years following termination of his employment.

        Subject to his continued employment, Mr. Emerick will also receive an option to purchase shares equal to 1.00% of our fully diluted equity, which will vest as to twenty percent (20%) of the shares underlying the option on each of the first, second, third, fourth and fifth anniversary of the date he commenced employment with us. The stock option will be granted, subject to certain conditions, at the earlier of the commencement of this offering or June 30, 2016. In the event that a corporate transaction (as defined in his employment agreement) occurs prior to the issuance of such option award and prior to June 30, 2016 (subject to certain additional conditions) Mr. Emerick would be entitled to receive a transaction bonus equal to $300,000 at the closing of such corporate transaction and would not be entitled to such stock option award.

Equity-based compensation

        Our named executive officers each hold time-based and performance-based options that were granted pursuant to our 2012 Option Plan (described below). Time-based options generally vest as to 20% per year of the number of shares subject to the option over five years from the date of grant. In the event of a sale transaction, which includes a transaction where a party unrelated to our Sponsor acquires 50% or more of the voting power to elect the members of our board of directors but which does not include an initial public offering, time-based options will fully vest. Performance-based options vest in connection with certain transactions or events in which our Sponsor achieves both an internal rate of return and cash on cash returns on its investment in us that exceed specified thresholds. In the event of a termination of the executive's employment without cause (as defined in the 2012 Option Plan) or a resignation by the executive for good reason (as defined in his respective employment agreement) within 120 days prior to the date on which a determination is to be made as to whether the performance-based options will vest, the executive will be deemed to have terminated employment with us on the day following such determination date so as to have an opportunity to vest in his performance-based options. None of our named executive officers were granted time-based or performance-based options in fiscal 2015.

Employee benefits and perquisites

        Our named executive officers are eligible to participate in our health and welfare plans, including medical and dental benefits, life insurance benefits and short-term and long-term disability insurance, on the same basis as other eligible employees. Our named executive officers also participate in an executive life and disability insurance plan for which we pay the premiums. The value of this benefit, together with the value of the automobile allowance provided to our CEO, is included above in the "All other compensation" column of the Summary Compensation Table. We do not maintain any other supplemental health or welfare plans for our named executive officers.

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Retirement plans

        All of our named executive officers participate in the Hygenic 401(k) Plan (the "401(k) Plan"), a broad-based retirement plan in which generally all of our full-time U.S.-based employees are eligible to participate. Under our 401(k) Plan, employees are permitted to defer their annual eligible compensation, subject to the limits imposed by the Internal Revenue Code, and we make a matching contribution of 100% of employee contributions up to the first 1% of compensation, plus 50% of employee contributions up to the next 5% of compensation.

Outstanding Equity Awards at Fiscal Year-End

        The following table sets forth information regarding equity awards held by our named executive officers as of April 30, 2015.

Name	Number of securities underlying unexercised options exercisable(1)		Number of securities underlying unexercised options unexercisable		Equity incentive plan awards: Number of securities underlying unexercised unearned options(2)		Option exercise price(3)		Option expiration date
Marshall Dahneke		5,120		7,680		19,200	$	10.00	11/27/2022
Rocco Mango		1,000		4,000		7,500	$	10.00	3/7/2024
Niels Lichti		1,968		2,952		7,380	$	10.00	11/27/2022

(1)

Reflects the time-based options to purchase shares of our common stock granted to Messrs. Dahneke and Lichti in November 2012, and to Mr. Mango in March 2014, under the 2012 Option Plan, which are subject to time-based vesting as to 20% of the shares subject to the award on October 11, 2013, in the case of Messrs. Dahneke and Lichti, and on March 7, 2015 in the case of Mr. Mango, and each subsequent anniversary thereof, subject to the executive's continued employment with us through the applicable anniversary.

(2)

Reflects performance-based options to purchase shares of our common stock granted on the dates set forth in note 1 above that are eligible to vest in connection with certain transactions in which our Sponsor achieves both an internal rate of return and cash on cash returns on its investment in us that exceed specified thresholds.

(3)

Option exercise prices reflect a reduction of $90.00 per share in connection with our 2015 distribution—see "Adjustments in connection with our 2015 distribution" immediately below.

        Adjustments in connection with our 2015 distribution.    On March 20, 2015, in connection with the making of a one-time distribution to holders of our common stock on February 27, 2015, our board of directors approved a reduction in the exercise price of all outstanding stock options pursuant to the terms of the 2012 Option Plan, as described below. With respect to each outstanding option, whether or not vested, including those options held by our named executive officers, the exercise price was reduced by $90.00 per share.

2012 Option Plan

        The following summary describes the material terms of our 2012 Option Plan. This summary is not a complete description of all of the provisions of the plan and is qualified in its entirety by reference to the 2012 Option Plan, which has been filed as an exhibit to the registration statement of which this prospectus forms a part. Following this offering, no additional awards will be granted under this plan, but any outstanding award granted thereunder will continue to be governed by the terms of this plan.

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        Administration.    The 2012 Option Plan is administered by our board of directors (the "Plan Administrator"). The Plan Administrator has the authority to, among other things, interpret the 2012 Option Plan, determine eligibility for, grant, determine and modify or waive the terms and conditions of awards under the 2012 Option Plan, and otherwise do all things necessary to carry out the purposes of the 2012 Option Plan. The Plan Administrator's determinations under the 2012 Option Plan are conclusive and binding.

        Eligibility.    Our key employees, directors, consultants and advisors are eligible to participate in the 2012 Option Plan.

        Authorized Shares.    Subject to adjustment, as described below, the maximum number of shares of our common stock that may be delivered in satisfaction of awards under the 2012 Option Plan is 107,823 shares. As of              , 2015, options with respect to              shares of our common stock had been granted under the 2012 Option Plan.

        The shares of our common stock to be issued under the 2012 Option Plan may be authorized but unissued shares or previously issued shares acquired by us. The number of shares of our common stock delivered in satisfaction of awards will be determined net of shares of our common stock withheld by us in payment of the exercise price of an award or in satisfaction of tax withholding with respect to an award.

        Types of Awards.    The 2012 Option Plan provides for awards of stock options, stock appreciation rights ("SARs"), restricted stock, unrestricted stock, stock units, including restricted stock units, performance awards and other awards convertible into or otherwise based on shares of our common stock. Eligibility for stock options intended to be incentive stock options is limited to our employees. Dividend equivalents may also be provided in connection with an award under the 2012 Option Plan. The exercise price of a stock option granted under the 2012 Option Plan may not be less than 100% of the fair market value of a share of our common stock on the date of grant.

        Vesting; Termination of Employment or Service.    The Plan Administrator has the authority to determine the vesting schedule applicable to each award and to accelerate the vesting or exercisability of any award. Unless otherwise provided by the Plan Administrator, upon a termination of a participant's employment or service, all awards requiring exercise will cease to be exercisable and will terminate and all other unvested awards will be forfeited and all vested stock options and SARs then held by the participant will remain outstanding for 30 days following such termination, except that they will remain outstanding for 90 days in the case of a termination by us other than for cause, one year in the case of a termination due to death or three months in the case of a termination due to disability or, in each case, until the applicable expiration date, if earlier. All stock options and SARs held by a participant immediately prior to termination of the participant's employment or service will immediately terminate if such termination is for cause (or if in the determination of the Plan Administrator the participant's employment or service could have been terminated for cause at the time the participant so terminated), as defined in the 2012 Option Plan.

        Non-Transferability of Awards.    Except as otherwise provided by the Plan Administrator, awards under the 2012 Option Plan may not be transferred other than at death.

        Competing Activity.    The Plan Administrator may cancel, rescind, withhold or otherwise restrict or limit any award granted under the 2012 Option Plan at any time if the participant is not in compliance with all applicable award agreements or the 2012 Option Plan or if the participant breaches any agreement with us with respect to non-competition, non-solicitation or confidentiality.

        Certain Transactions; Certain Adjustments.    In the event of a transaction or series of related transactions, whether by merger, consolidation, recapitalization or otherwise, where a person or group other than our Sponsor has the direct or indirect power to elect a majority of our board of directors,

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that results in a change in the ownership of our common stock such that our Sponsor owns less than 50% of our outstanding shares (other than open-market share sales by our Sponsor in connection with or following this offering) or where there is a sale of all or substantially all of our assets followed by our liquidation (each, a "covered transaction"), our board of directors may, among other things, provide for options to be exercisable in full or in part, remove performance or other conditions or restrictions on any awards, or provide for a "cash out" of outstanding awards. In lieu of the foregoing, our board of directors may also arrange for the assumption of some or all outstanding awards or for the grant of awards in replacement of outstanding awards. Awards that are not assumed or substituted for or cashed-out in connection with such a transaction will cease to be exercisable as of the effective time of such transaction after any payment or other consideration is delivered in respect of the vested portion of such awards.

        In addition, the 2012 Option Plan provides that, immediately prior to a covered transaction, our board of directors will grant to those participants as it may determine in consultation with our CEO the right to participate in a cash bonus plan under which the total payout available to all participants will equal the amount that would have been paid if stock options in an amount equal to the difference between the number of shares authorized under the plan and the total number of stock options outstanding under the plan on the date of such transaction together with the number of shares that have been previously issued in respect of exercised stock options, had been granted immediately prior to such transaction at an adjusted exercise price of        per share (see "Adjustments in connection with our 2015 distribution"). Any payments made pursuant to this cash bonus plan will be subject to the same terms and conditions as the stock options issued to members of management on October 11, 2012.

        In the event of a stock dividend, stock split or combination of shares, including a reverse stock split, recapitalization or other change in our capital structure, the Plan Administrator will make appropriate adjustments to the maximum number of shares of our common stock that may be delivered under the 2012 Option Plan, and will also make appropriate adjustments to the number and kind of shares or securities subject to awards then outstanding, the exercise prices of such awards or any other provisions of awards affected by such change. The Plan Administrator may also make the types of adjustments described above to take into account distributions and other events other than those listed above if it determines that such adjustments are appropriate to avoid distortion in the operation of the 2012 Option Plan.

        Amendment; Termination.    The Plan Administrator may amend the 2012 Option Plan or outstanding awards, or terminate the 2012 Option Plan as to future grants of awards, except that the Plan Administrator will not be able to alter the terms of an award if it would adversely affect a participant's rights under the award without the participant's consent (unless expressly provided in the 2012 Option Plan or unless the right to alter the terms of an award was expressly reserved by the Plan Administrator at the time the award was granted). Shareholder approval will be required for any amendment to the 2012 Option Plan to the extent such approval is required by law.

2016 Omnibus Incentive Plan

        In connection with this offering, our board of directors intends to adopt the Performance Health Holdings Corp. 2016 Omnibus Incentive Plan, or the 2016 Omnibus Plan, and, following and in connection with this offering, equity-based awards will be granted under the 2016 Omnibus Plan. The following summary describes what we anticipate to be the material terms of the 2016 Omnibus Plan. This summary of the 2016 Omnibus Plan is not a complete description of all provisions of the 2016 Omnibus Plan and is qualified in its entirety by reference to the 2016 Omnibus Plan, a form of which will be filed as an exhibit to the registration statement of which this prospectus is a part.

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        Administration.    The 2016 Omnibus Plan is administered by our compensation committee. Our compensation committee has the authority to, among other things, interpret the 2016 Omnibus Plan, determine eligibility for, grant and determine the terms of awards under the 2016 Omnibus Plan, determine the form of settlement of awards, and do all things necessary or appropriate to carry out the purposes of the 2016 Omnibus Plan. Our compensation committee's determinations under the 2016 Omnibus Plan are conclusive and binding.

        Eligibility.    Our key employees, directors, consultants and advisors are eligible to participate in the 2016 Omnibus Plan.

        Authorized Shares.    Subject to adjustment, as described below, the maximum number of shares of our common stock that may be delivered in satisfaction of awards under the 2016 Omnibus Plan is              shares, plus       shares that are available for grant under the 2012 Option Plan. Any shares of common stock underlying awards that are settled in cash, expire or become unexercisable without having been exercised or that are forfeited to, or repurchased by, us will again be available for issuance under the 2016 Omnibus Plan. In addition, the number of shares of our common stock delivered in satisfaction of awards will be determined net of shares of our common stock withheld by us in payment of the exercise price or purchase price of an award or in satisfaction of tax withholding requirements with respect to an award.

        Individual Limits.    The maximum number of shares of our common stock subject to stock options and the maximum number of shares of our common stock subject to stock appreciation rights, or SARs, that may be granted to any participant in the 2016 Omnibus Plan in any calendar year is each              shares. The maximum number of shares of our common stock subject to other awards that may be granted to any participant in the 2016 Omnibus Plan in any calendar year is              shares. In addition, in the case of a non-employee director, an additional limit applies such that the maximum grant-date fair value of awards granted under the 2016 Omnibus Plan in any fiscal year during any part of which the director is then eligible under such plan is $400,000.

        Types of Awards.    The 2016 Omnibus Plan provides for awards of stock options, SARs, restricted stock, unrestricted stock, stock units (including restricted stock units), performance awards and other awards convertible into or otherwise based on shares of our common stock. Eligibility for stock options intended to be incentive stock options, or ISOs, is limited to our employees. Dividend equivalents may also be provided in connection with an award under the 2016 Omnibus Plan on terms and subject to conditions established by our compensation committee.

•

Stock options and SARs.  The exercise price of a stock option, and the base price against which a SAR is to be measured, may not be less than the fair market value (or, in the case of an ISO granted to a ten percent shareholder, 110% of the fair market value) of a share of our common stock on the date of grant. Our compensation committee will determine the time or times at which stock options or SARs become exercisable and the terms on which such awards remain exercisable. Stock options and SARs will have a maximum term not to exceed ten years, or five years in the case of ISOs granted to a ten percent holder, from the date of grant.

•

Restricted and unrestricted stock.  A restricted stock award is an award of shares of our common stock subject to forfeiture restrictions, while an unrestricted stock award is not subject to such restrictions.

•

Stock units.  A stock unit award is an award denominated in shares of our common stock that entitles the participant to receive shares of our common stock or cash measured by the value of shares of our common stock in the future. The delivery of shares of our common stock or cash under a stock unit may be subject to the satisfaction of performance conditions or other vesting conditions.

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•

Performance awards.  A performance award is an award the vesting, settlement or exercisability of which is subject to specified performance criteria.

•

Other awards.  Other awards are awards that are convertible into or otherwise based on shares of our common stock.

        Performance Awards.    The 2016 Omnibus Plan provides for the grant of performance awards that are made based upon, and subject to achieving, performance objectives. Performance objectives with respect to those awards that are intended to qualify as "performance-based compensation" for purposes of Section 162(m) of the Internal Revenue Code, or Section 162(m), to the extent applicable, are limited to an objectively determinable measure or measures of performance relating to any or any combination of the following (measured either absolutely or comparatively (including, without limitation, by reference to an index or indices or a specified peer group) and determined either on a gross, net or consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof and subject to such adjustments, if any, as our compensation committee specifies, consistent with the requirements of Section 162(m)): sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, amortization or equity expense, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, invested capital, capital, capital employed or assets; one or more operating ratios; operating income or profit, including on an after tax basis; borrowing levels, leverage ratios or credit rating; margins; market share; capital expenditures; economic value added; cash flow, free cash flow or free cash flow conversion; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings.

        To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m), to the extent applicable, our compensation committee may provide, by the deadline that otherwise applies to the establishment of the terms of any award intended to qualify for such exception, that one or more of the performance objectives applicable to an award will be adjusted in an objectively determinable manner to reflect events (for example, the impact of charges for restructurings, discontinued operations, mergers, acquisitions and other unusual or infrequently occurring items, and the cumulative effects of tax or accounting changes, each as defined by U.S. generally accepted accounting principles) occurring during the performance period that affect the applicable performance objectives.

        Performance-based awards granted under the 2016 Omnibus Plan will not be required to comply with the provisions of the 2016 Omnibus Plan applicable to performance-based compensation under Section 162(m) if they are eligible for exemption from such provisions by reason of the transition relief for newly-public companies under Section 162(m).

        Vesting; Termination of Employment or Service.    Our compensation committee has the authority to determine the vesting schedule applicable to each award, and to accelerate the vesting or exercisability of any award. Our compensation committee will determine the effect of a termination of employment or service on an award. Unless otherwise provided by our compensation committee, upon a termination of a participant's employment or service, all unvested stock options and SARs then held by the participant will terminate and all other unvested awards will be forfeited and all vested stock options and SARs then held by the participant will remain outstanding for the period set forth in the 2016 Omnibus Plan, or, until the applicable expiration date of such award, if earlier. All stock options and SARs held by a participant immediately prior to the participant's termination of employment or service will immediately terminate if such termination is for cause, as defined in the 2016 Omnibus Plan, or

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occurs in circumstances that would have constituted grounds for the participant's employment or service to be terminated for cause.

        Non-Transferability of Awards.    Awards under the 2016 Omnibus Plan may not be transferred other than by the laws of descent and distribution, unless, for awards other than ISOs, otherwise provided by our compensation committee.

        Recovery of Compensation.    Our compensation committee may cancel, rescind, withhold or otherwise limit or restrict any award at any time under the 2016 Omnibus Plan if the participant is not in compliance with the provisions of the 2016 Omnibus Plan or any award thereunder or if the participant breaches any agreement with us or with our affiliates with respect to non-competition, non-solicitation or confidentiality. Our compensation committee also may recover any award or payments or gain in respect of any award under the 2016 Omnibus Plan in accordance with any applicable company clawback or recoupment policy, or as otherwise required by applicable law or applicable stock exchange listing standards.

        Certain Transactions; Certain Adjustments.    In the event of a consolidation, merger or similar transaction or series of related transactions, including a sale or other disposition of shares of our common stock, in which our company is not the surviving corporation or that results in the acquisition of all or substantially all of our then outstanding shares of common stock by a single person or entity or by a group of persons and/or entities acting in concert, a sale of all or substantially all of our assets or our dissolution or liquidation, our compensation committee may, among other things, provide for the continuation or assumption of outstanding awards, for new grants in substitution of outstanding awards, for the accelerated vesting or delivery of shares under awards or for a cash-out of outstanding awards, in each case on such terms and with such restrictions as it deems appropriate. Except as our compensation committee may otherwise determine, awards not assumed in connection with such a transaction will terminate automatically and, in the case of outstanding restricted stock, will be forfeited automatically upon the consummation of such covered transaction.

        In the event of a stock dividend, stock split or combination of shares, including a reverse stock split, recapitalization or other change in our capital structure that constitutes an equity restructuring within the meaning of FASB ASC Topic 718 (or any successor provision), our compensation committee will make appropriate adjustments to the maximum number of shares of our common stock that may be delivered under, and the ISO and individual share limits included in, the 2016 Omnibus Plan, and will also make appropriate adjustments to the number and kind of shares or securities subject to awards, the exercise prices of such awards or any other terms of awards affected by such change. Our compensation committee will also make the types of adjustments described above to take into account distributions and other events other than those listed above if it determines that such adjustments are appropriate to avoid distortion in the operation of the 2016 Omnibus Plan.

        Amendment; Termination.    Our compensation committee will be able to amend the 2016 Omnibus Plan or outstanding awards, or terminate the 2016 Omnibus Plan as to future grants of awards, except that our compensation committee will not be able to alter the terms of an award if it would affect materially and adversely a participant's rights under the award without the participant's consent (unless expressly provided in the 2016 Omnibus Plan or the right to alter the terms of an award was expressly reserved by our compensation committee at the time the award was granted). Shareholder approval will be required for any amendment to the 2016 Omnibus Plan to the extent such approval is required by law, including applicable stock exchange requirements. No awards my be granted after ten years from the date the 2016 Omnibus Plan is adopted, but previously granted awards may continue beyond that date in accordance with their terms.

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Cash Incentive Plan

        In connection with this offering, our board of directors intends to adopt the Performance Health Holdings Corp. Cash Incentive Plan, or the Cash Incentive Plan. Starting with our 2017 fiscal year, annual cash award opportunities for our executive officers and other key employees will be granted under the Cash Incentive Plan. The following summary describes what we anticipate to be the material terms of the Cash Incentive Plan. This summary is not a complete description of all provisions of the Cash Incentive Plan and is qualified in its entirety by reference to the Cash Incentive Plan, a form of which will be filed as an exhibit to the registration statement of which this prospectus is a part.

        Administration.    The Cash Incentive Plan will be administered by our compensation committee. Our compensation committee has authority to interpret the Cash Incentive Plan and awards granted under it, to determine eligibility for awards and to do all things necessary to administer the Cash Incentive Plan. Any interpretation or decision by our compensation committee will be final and conclusive on all participants.

        Participants; Individual Limit.    Our executive officers and other key employees will be selected from time to time by our compensation committee to participate in the Cash Incentive Plan. The maximum payment to any participant pursuant to an award intended to qualify as performance-based compensation under Section 162(m) under the Cash Incentive Plan in any fiscal year will in no event exceed $2,000,000.

        Awards.    With respect to each award granted under the Cash Incentive Plan, our compensation committee will establish the performance criteria applicable to the award, the amount or amounts payable if the performance criteria are achieved, and such other terms and conditions as the compensation committee deems appropriate. The Cash Incentive Plan permits the grant of awards that are intended to qualify as exempt performance-based compensation under Section 162(m), to the extent applicable, as well as awards that are not intended to so qualify. Any awards that are intended to qualify as performance-based compensation will be administered in accordance with the requirements of Section 162(m), to the extent applicable. Awards under the Cash Incentive Plan will not be required to comply with the provisions of the plan applicable to performance-based compensation under Section 162(m) if they are eligible for exemption from such provisions by reason of the transition relief for newly-public companies under Section 162(m).

        Performance Criteria.    Awards under the Cash Incentive Plan will be made based on, and subject to achieving, performance criteria established by our compensation committee, which may be applied to a participant or participants on an individual basis, to a business unit or division, or to the company as a whole. Performance criteria for awards intended to qualify as performance-based compensation for purposes of Section 162(m), to the extent applicable, are limited to the objectively determinable measures of performance relating to any or any combination of the following (measured either absolutely or comparatively (including, without limitation, by reference to an index or indices or a specified peer group) and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof and subject to such adjustments, if any, as our compensation committee specifies, consistent with the requirements of Section 162(m)): sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization or equity expense, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital, capital employed or assets; one or more operating ratios; operating income or profit, including on an after tax basis; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancing.

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        To the extent consistent with the requirements of Section 162(m), to the extent applicable, our compensation committee may establish, by the deadline that otherwise applies to the establishment of the terms of an award intended to qualify as exempt performance-based compensation under Section 162(m), that one or more of the performance criteria applicable to such award be adjusted in an objectively determinable manner to reflect events (for example, the impact of charges for restructurings, discontinued operations, mergers, acquisitions and other unusual or infrequently occurring items, and the cumulative effects of tax or accounting changes, each as defined by U.S. generally accepted accounting principles) occurring during the performance period of such award that affect the applicable performance criteria.

        Payment under an Award.    A participant will be entitled to payment under an award only if all conditions to payment have been satisfied in accordance with the Cash Incentive Plan and the terms of the award. Our compensation committee will determine the payment date or dates for awards under the Cash Incentive Plan. Following the close of the performance period, our compensation committee will determine (and, to the extent required by Section 162(m), certify) whether and to what extent the applicable performance criteria have been satisfied. Our compensation committee will then determine the actual payment, if any, under each award. Our compensation committee has the sole and absolute discretion to reduce the actual payment to be made under any award.

        Recovery of Compensation.    Awards under the Cash Incentive Plan will be subject to forfeiture, termination and rescission, and a participant who receives a payment pursuant to the Cash Incentive Plan will be obligated to return such payment to us, to the extent provided by our compensation committee in connection with a breach by the participant of an award agreement under the Cash Incentive Plan or any non-competition, non-solicitation, confidentiality or similar covenant or agreement with us or one of our affiliates or an overpayment of incentive compensation due to inaccurate financial data. Our compensation committee also may recover any award or payments under any award under the Cash Incentive Plan in accordance with any applicable company clawback or recoupment policy, or as otherwise required by applicable law or applicable stock exchange listing standards.

        Amendment; Termination.    Our compensation committee may amend the Cash Incentive Plan at any time, provided that any amendment will be approved by our shareholders if required by Section 162(m). Our compensation committee may terminate the Cash Incentive Plan at any time.

Director compensation

        Our directors who are affiliated with our Sponsor or our other investors did not receive any compensation for their service on our board of directors during fiscal 2015. We have entered into letter agreements with Mr. Larsen and Mr. Knox, who are non-affiliated non-employee directors, pursuant to which each is entitled to receive a maximum of $16,000 per calendar year for attending meetings of our board of directors. In addition, Messrs. Larsen and Knox are also entitled to receive $1,000 per day for the provision of consulting services to us pursuant to their letter agreements. The letter agreements are expected to terminate in connection with this offering with no further payments due to the directors thereunder. See "Agreements with Members of our Board of Directors" under "Certain Relationships and Related Party Transactions" for additional information regarding the director letter agreements. In connection with this offering, we expect to approve a non-employee director compensation policy, described below, and Messrs. Larsen's and Knox's compensation for service as members of our board of directors will be governed by the terms of that policy.

        The following table sets forth information concerning the compensation of our non-employee directors in fiscal 2015. Other than as set forth in the table below, we did not pay any compensation, or make any equity awards or non-equity incentive plan awards, to any of the non-employee members of

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our board of directors in fiscal 2015. The compensation received by Mr. Dahneke as our CEO during fiscal 2015 is reflected in the "Summary Compensation Table" above.

Name	Fees earned or paid in cash(1)		All other compensation			Total
Mark M. Larsen(2)	$	20,000	$	—		$	20,000
Stephen Knox(2)	$	20,000	$	2,000	(3)	$	22,000

(1)

Represents fees earned for attending meetings of our board of directors during fiscal 2015. Because of the time period covered by fiscal 2015, five meetings (as opposed to four) occurred in fiscal 2015, but consistent with their director letter agreements, no more than $16,000 in board fees was paid to Messrs. Larsen or Knox in a calendar year.

(2)

The incremental fair value, calculated in accordance with FASB ASC Topic 718, associated with adjustments to the exercise prices of outstanding time-based options held by Messrs. Larsen and Knox in connection with our 2015 distribution, as described above, was $17,036 and $13,342, respectively. At the end of fiscal 2015, Messrs. Larsen and Knox each held 700 time-based options and 1,050 performance-based options under our 2012 Option Plan.

(3)

Represents fees earned by Mr. Knox for the provision of consulting services to us pursuant to his director letter agreement.

        On September 1, 2015, we entered into a letter agreement with Michael Celano to serve as a member of our board of directors and as the chairman of our board of director's audit committee. Under this agreement, Mr. Celano is entitled to receive a cash retainer of $16,000 per fiscal year for service on our board of directors and an additional $10,000 annual cash retainer for serving as chairman of our board of directors' audit committee. Following the adoption of our non-employee director compensation policy, described below, Mr. Celano's compensation for service as a member of our board of directors will be governed by the terms of that policy. Mr. Celano will be granted an option to purchase a number of shares of our common stock having a value equal to $50,000 at the offering price set forth in this prospectus, which shall be exercisable during the 60-day period following completion of this offering. He will also receive a one-time grant of restricted stock units, which will vest in equal installments on each of the first four anniversaries of the date granted, subject to his continued service, with a grant date value of $50,000 based on the offering price set forth in this prospectus. Mr. Celano has agreed to certain restrictive covenants as part of this letter agreement.

        In connection with this offering, our board of directors intends to adopt a non-employee director compensation policy under which each member of our board of directors who is not an employee of the Company or one of our subsidiaries or affiliated with our Sponsor will be eligible to receive an annual cash retainer of $40,000 and an annual restricted stock unit grant with a grant date value of $40,000 that will vest in equal installments on each of the first four anniversaries of the date of grant. In addition, the non-employee director compensation policy will provide for an additional annual cash retainer of $10,000 for the chairperson of our audit committee.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        In 2012, in connection with our acquisition by funds affiliated with our Sponsor, we entered into a stockholders agreement with certain stockholders of the Company. As discussed in more detail below, this agreement contained provisions, among other things, relating to participation rights, restriction on transfer of shares, tag along rights, drag along rights and a call right exercisable by us upon departure of a manager. In addition, we entered into a management agreement with our Sponsor for the provision of certain consulting and management advisory services to us. In connection with this offering, we expect to enter into an investor rights agreement with certain of our stockholders and to enter into indemnification agreements with each of our directors.

Management Agreement

        Pursuant to a management agreement with Gridiron Capital, LLC, our Sponsor provides us with certain advisory, transaction and oversight services. In exchange for these services, we paid an initial fee of $3.6 million in October 2012, and we pay an aggregate annual retainer fee of $1.0 million per calendar year. We also reimburse our Sponsor for out-of-pocket expenses incurred by it or its affiliates in connection with the provision of services pursuant to the management agreement. For fiscal 2013, 2014 and 2015, such reimbursements totaled $0, $52,258 and $119,160, respectively. In addition, subject to limitations contained in the credit agreement governing our senior secured credit facilities, our Sponsor is entitled to a transaction fee in connection with any financing, business acquisition or business disposition, equal to one percent of the gross purchase price of the transaction. Our Sponsor received transaction fees of $3.6 million (as disclosed above in connection with our acquisition), $0.3 million and $1.7 million for fiscal 2013, fiscal 2014 and fiscal 2015, respectively.

        The management agreement includes customary exculpation and indemnification provisions in favor of our Sponsor and its affiliates. The management agreement may be terminated by our Sponsor at any time and will terminate when PHW Equity Investors, L.P. and our Sponsor and its affiliates own, in the aggregate, less than 50% of our voting equity interests. In connection with this offering, our Sponsor will receive a transaction fee of one percent of the gross proceeds we raise from the offering. Our Sponsor will terminate the management agreement upon the completion of this offering. The indemnification and exculpation provisions in favor of Gridiron Capital, LLC and its affiliates will survive such termination.

Stockholders Agreement

        In connection with the completion of this offering, we will enter into an amended and restated stockholders agreement with PHW Equity Investors, L.P., our principal stockholder, and certain of our employees. The amended and restated stockholders agreement will obligate our employees party thereto to enter into customary lock-up agreements with the underwriters in the event of underwritten public offerings of shares of our common stock. In addition, the agreement restricts the ability of the managers (as defined in the agreement) party to the agreement, subject to certain exceptions described in the agreement, to transfer his or her shares except to permitted transferees (as defined in the agreement).

        The prior stockholders agreement contained provisions that will not be a part of the amended and restated stockholders agreement relating to: (i) tag along rights in connection with any sale of shares of our common stock by PHW Equity Investors, L.P., its affiliates or permitted transferees; (ii) drag along rights in favor of PHW Equity Investors, L.P., its affiliates and permitted transferees in connection with the transfer of at least 50% of the shares held by such persons to a non-affiliated third party; (iii) a call right exercisable by us upon departure of a manager that depended upon whether the manager's employment terminated with or without cause; and (iv) a put right to require us to purchase the manager's rollover shares if the manager ceases to be employed as a result of termination by us for

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reason other than for cause, by the manager for good reason or as a result of the manager's death or disability.

Registration Rights Agreement

        In connection with our initial public offering, we expect to enter into a registration rights agreement with our principal stockholder and certain other stockholders, including certain employees. The registration rights agreement will provide our principal stockholder and certain employees with demand registration rights, including shelf registration rights, in respect of the shares of our common stock held by it, subject to certain conditions. In addition, in the event that we register additional shares of our common stock for sale to the public, the registration rights agreement will provide that we are required to give notice of such registration to our principal stockholder and the other stockholders that will be party to the agreement of our intention to effect such a registration, and, subject to certain limitations, the principal stockholder and such holders will have piggyback registration rights providing them with the right to require us to include shares of our common stock held by them in such registration. The registration rights agreement will provide that we are required to bear the registration expenses, other than underwriting discounts and commissions and transfer taxes, associated with any registration of shares by our principal stockholder or other holders described above. The registration rights agreement also will include customary indemnification provisions.

Agreements with Members of our Board of Directors

        In connection with the appointment of Messrs. Larsen and Knox to our board of directors, we entered into agreements with each of Messrs. Larsen and Knox on April 8, 2013 and August 30, 2013, respectively. Under the agreements, each of Messrs. Larsen and Knox is entitled to receive compensation for attending meetings of our board of directors of $4,000 per meeting, up to a maximum of $16,000 per calendar year. In addition, they are entitled to be reimbursed for reasonable business expenses incurred by them in connection with their services as members of our board of directors. Each of Messrs. Larsen and Knox is also entitled to receive $1,000 per day of any additional consulting work provided to us. Finally, each of Messrs. Larsen and Knox was provided the right to acquire $100,000 worth of shares of our common stock at a price equal to the fair market value as determined in good faith by our board of directors and each of Messrs. Larsen and Knox was awarded a stock option for 1,750 shares of our common stock with an exercise price of $100 per share. The exercise price of these options was adjusted to $10 per share in connection with making the $134.0 million distribution to our stockholders in February 2015.

        In connection with the appointment of Mr. Celano to our board of directors, we entered into an agreement with Mr. Celano on September 1, 2015. Under the agreement, Mr. Celano is entitled to receive an annual retainer of $16,000 per fiscal year for serving on our board of directors and $10,000 per fiscal year for serving as the chair of our audit committee. The agreement provides that in the event the board of directors adopts a non-employee director compensation policy in connection with this offering, the compensation terms of the non-employee director compensation policy will supersede the terms of the agreement. Mr. Celano will be eligible to purchase shares of our common stock with a value of up to $50,000 at the offering price set forth in this prospectus. He will also receive a one-time grant of restricted stock units, which is expected to be subject to time and/or performance-based vesting conditions, with a grant date value of $50,000 based on the offering price set forth in this prospectus.

Indemnification Agreements

        Prior to the completion of this offering, we expect to enter into indemnification agreements with each of our directors. These agreements will require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permissible under Delaware law against

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liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Related Person Transactions Policy

        We did not have a written policy regarding the review and approval of related person transactions prior to this offering. Nevertheless, with respect to such transactions, it was our policy for our board of directors to consider the nature of and business reason for such transactions, how the terms of such transactions compared to those which might be obtained from unaffiliated third parties and whether such transactions were otherwise fair to and in the best interests of, or not contrary to the best interests of, us.

        Prior to the completion of this offering, our board of directors will adopt a written Related Party Transaction policy for the evaluation of and the approval, disapproval and monitoring of transactions involving us and "Related Parties." For the purposes of the policy, "Related Parties" will include our executive officers, directors, any nominee for director, beneficial owners of more than 5% of any class of our voting securities and immediate family members of such persons.

        Our Related Party Transaction policy will require that any transaction in which a related party has a material direct or indirect interest, a "Related Party Transaction," and any material amendment or modification to a Related Party Transaction, be evaluated and approved or ratified by our Audit Committee or by the disinterested members of the Audit Committee.

        In connection with the review and approval or ratification of a Related Party Transaction, we intend that the Audit Committee will consider the following factors:

•

the position or relationship of the Related Party at or with us;

•

the materiality of the transaction to the Related Party and us, including the approximate dollar value of the transaction;

•

the business purpose for and reasonableness of the transaction;

•

whether the Related Party Transaction was initiated by us or the Related Party;

•

whether the Related Party Transaction is proposed to be entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party;

•

whether the transaction is in the ordinary course of our business and was proposed and considered in the ordinary course of business;

•

the Related Party's interest in the Related Party Transaction;

•

the effect of the transaction on our business and operations, including on our internal control over financial reporting and system of disclosure controls or procedures;

•

whether the Related Party Transaction would cause us to be in violation of the listing standards of the exchange the primary trading market of our shares; and

•

any additional conditions or controls (including reporting or review requirements) that should be applied to such transaction.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

        We and our subsidiaries have debt outstanding under a First Lien Credit Facility and a Second Lien Credit Facility (each as defined below). As described in "Use of Proceeds," we intend to use the net proceeds from this offering to repay some or all of the outstanding principal amount under the term loan under our Second Lien Credit Facility, plus accrued interest thereon, and to use the remaining net proceeds for general corporate purposes. This summary describes the material provisions of the First Lien Credit Facility and the Second Lien Credit Facility but may not contain all information that is important to you. We urge you to read the provisions of the First Lien Credit Agreement and the Second Lien Credit Agreement, each of which is filed as an exhibit to the registration statement of which this prospectus is a part. See "Where You Can Find More Information."

First Lien Credit Facility

General

        On February 27, 2015, The Hygenic Corporation, our indirect wholly-owned subsidiary ("Hygenic"), entered into an amended and restated credit agreement (the "First Lien Credit Agreement") with GCI Capital Markets LLC as administrative agent, NXT Capital, LLC as syndication agent, Madison Capital Funding LLC as documentation agent, and the other lenders party thereto, which provides for both a revolving facility in the amount of $15.0 million and a term loan in the aggregate principal amount of $270.0 million. We refer to the First Lien Credit Agreement, together with the related security, guaranty and other agreements, as the "First Lien Credit Facility."

        In addition, we have the right under the First Lien Credit Agreement to request additional term loans and/or revolving loan commitments in an aggregate amount of up to $50.0 million. The lenders under the First Lien Credit Facility will not be under any obligation to provide any such additional term loans or revolving loan commitments, and the incurrence of any additional term loans or revolving loan commitments is subject to customary conditions precedent.

        As of January 31, 2016, the First Lien Credit Facility consisted of a $15.0 million revolving credit facility, against which there were no borrowings, and $270.0 million aggregate principal amount of term loans of which $268.0 million remained outstanding.

Interest Rates and Fees

        Borrowings under the First Lien Credit Facility bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) a base rate determined by the greatest of (a) the prime rate quoted in the Wall Street Journal, (b) the Federal Funds rate plus 0.5%, (c) the sum of the applicable LIBOR rate (described below) and the difference of (i) the effective applicable margin for LIBOR rate loans minus (ii) the effective applicable margin for base rate loans, and (d) 2.00%, or (2) a LIBOR rate determined by the greater of (a) LIBOR, subject to certain adjustments, or (b) 1.00%. The margin applicable to base rate loans ranges from 3.50% to 4.00%, and the margin applicable to LIBOR rate loans ranges from 4.50% to 5.00%, in each case based on our Senior Debt to EBITDA Ratio (as defined in the First Lien Credit Agreement).

        In addition to paying interest on the outstanding principal amount under the First Lien Credit Facility, we are required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder at a rate of 0.50% per annum. We also pay customary letter of credit and agency fees.

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Mandatory Prepayments

        The First Lien Credit Agreement requires us to prepay outstanding term loans, and thereafter prepay outstanding revolving loans, subject to certain exceptions, with: (1) 100% of the net cash proceeds of certain non-ordinary course asset sales or other dispositions of assets by Performance Health & Wellness Holdings, Inc., our indirect wholly-owned subsidiary ("Intermediate Holdings"), Hygenic or any of the domestic subsidiaries of Intermediate Holdings; (2) 50% of net cash proceeds resulting from the sale or issuance of equity securities by Intermediate Holdings, Hygenic or any subsidiary of Intermediate Holdings, other than to our Sponsor or management, or existing direct or indirect equity holders, of Intermediate Holdings, and 100% of such net cash proceeds resulting from the sale or issuance of debt securities; (3) commencing with fiscal 2016, 50% (which percentage is reduced to 25% if our Total Debt to EBITDA Ratio (as defined in the First Lien Credit Agreement) is less than 4.00 to 1.00) of annual Excess Cash Flow (as defined in the First Lien Credit Agreement); (4) any net cash proceeds received from certain indemnification payments, purchase price adjustments and tax refunds; and (5) any net cash proceeds received from the issuance of equity securities to cure a default of our financial covenants.

        In general, the mandatory prepayments described above are applied to repay base rate loans first and then LIBOR rate loans, in direct order of interest period maturities.

Voluntary Prepayments

        We may voluntarily prepay outstanding loans under the First Lien Credit Facility at any time subject to customary "breakage" costs with respect to LIBOR rate loans. In addition, if we prepay the loans under the First Lien Credit Facility on or before February 27, 2016, in connection with a Repricing Transaction (as defined in the First Lien Credit Agreement), we must pay a premium of 1.0% of the principal amount subject to such transaction.

Amortization and Final Maturity

        The revolving credit facility matures on October 11, 2019. The term loan is paid in $675,000 quarterly installments with the outstanding principal balance to be paid in full on October 11, 2020.

Guarantees and Security

        The loans under the First Lien Credit Facility are guaranteed by Intermediate Holdings and each of Intermediate Holdings' domestic subsidiaries. The obligations under the First Lien Credit Facility are secured by a first priority perfected lien in favor of the administrative agent on substantially all of the assets of Intermediate Holdings, Hygenic and Intermediate Holdings' domestic subsidiaries, including a pledge of the equity interests of Hygenic and Intermediate Holdings' other subsidiaries (which pledge, in the case of any foreign subsidiary, is limited to 65% of the voting equity interests and 100% of the non-voting equity interests of the first tier foreign subsidiaries of Hygenic and the other domestic subsidiaries of Intermediate Holdings).

Covenants and Other Matters

        The First Lien Credit Agreement contains a number of covenants that, among other things, and subject to certain exceptions, restrict the ability of Intermediate Holdings and its subsidiaries to:

•

create, incur or assume additional indebtedness;

•

incur certain liens;

•

pay dividends on capital stock or redeem, repurchase or retire capital stock;

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•

pay management fees or similar fees to their equity holders or their affiliates in excess of specified amounts;

•

redeem or prepay any subordinated debt, including debt under our Second Lien Credit Facility (other than in connection with an initial public offering);

•

consolidate or merge;

•

sell, transfer, dispose of, convey or lease their assets and equity interest;

•

make investments in other businesses or entities; and

•

engage in transactions with affiliates on terms less favorable than obtainable from non-affiliates.

        In addition, the First Lien Credit Agreement requires us and our subsidiaries to comply on a quarterly basis with a maximum Senior Debt to EBITDA Ratio and a Total Debt to EBITDA Ratio (each as defined in the First Lien Credit Agreement), each of which becomes more restrictive over time.

        The First Lien Credit Agreement contains certain customary affirmative covenants, representations and warranties and events of default. In addition, the First Lien Credit Agreement contains cross-default provisions under which we would be in default if we defaulted on certain other debt obligations. As of March 18, 2016, we were in compliance with all covenants in the First Lien Credit Facility.

Second Lien Credit Facility

General

        On February 27, 2015, Hygenic entered into a second lien credit agreement (the "Second Lien Credit Agreement") with Ares Capital Corporation, as administrative agent, lead arranger and sole bookrunner, and the lenders party thereto, which provides for a term loan in the aggregate principal amount of $120.0 million. We refer to the Second Lien Credit Agreement, together with the related security, guaranty and other agreements, as the "Second Lien Credit Facility." As of January 31, 2016, $120.0 million of the aggregate principal amount remained outstanding under the Second Lien Credit Facility.

Interest Rates and Fees

        Borrowings under the Second Lien Credit Facility bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) a base rate determined by the greatest of (a) the prime rate quoted in the Wall Street Journal, (b) the Federal Funds rate plus 0.5%, (c) the sum of the applicable LIBOR rate (described below) and the difference of (i) the effective applicable margin for LIBOR rate loans minus (ii) the effective applicable margin for base rate loans, and (d) 2.00%, or (2) a LIBOR rate determined by the greater of (a) LIBOR, subject to certain adjustments, or (b) 1.00%. The margin applicable to base rate loans is 7.75%, and the margin applicable to LIBOR rate loans is 8.75%.

        In addition to paying interest on the outstanding principal amount under the Second Lien Credit Facility, we also pay agency fees.

Mandatory Prepayments

        The Second Lien Credit Agreement requires us to prepay outstanding term loans, subject to certain exceptions, with: (1) 100% of the net cash proceeds of certain non-ordinary course asset sales or other dispositions of assets by Intermediate Holdings, Hygenic or any of the domestic subsidiaries of Intermediate Holdings; (2) 50% of net cash proceeds resulting from the sale or issuance of equity securities by Intermediate Holdings, Hygenic or any subsidiary of Intermediate Holdings, other than to

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our Sponsor or management, or existing direct or indirect equity holders, of Intermediate Holdings, and 100% of such net cash proceeds resulting from the sale or issuance of debt securities; (3) commencing with fiscal 2016, 50% (which percentage is reduced to 25% if our Total Debt to EBITDA Ratio (as defined in the Second Lien Credit Agreement) is less than 4.00 to 1.00) of annual Excess Cash Flow (as defined in the Second Lien Credit Agreement); (4) any net cash proceeds received from certain indemnification payments, purchase price adjustments and tax refunds; and (5) any net cash proceeds received from the issuance of equity securities to cure a default of our financial covenants. These mandatory prepayments are not required and are deemed reduced by an equivalent amount to the extent the corresponding prepayment is required by the First Lien Credit Agreement to be applied to obligations arising thereunder and such prepayment has not been expressly waived or declined by the lenders under the First Lien Credit Facility.

        In general, the mandatory prepayments described above are applied to repay base rate loans first and then LIBOR rate loans, in direct order of interest period maturities.

Voluntary Prepayments

        Subject to the terms of the First Lien Credit Facility, we may voluntarily prepay outstanding loans under the Second Lien Credit Facility at any time subject to customary "breakage" costs with respect to LIBOR rate loans. In addition, if we prepay the loans under the Second Lien Credit Facility, whether voluntarily or involuntarily, prior to February 27, 2018, we must pay to the administrative agent a prepayment premium of 3.0%, 2.0% or 1.0% of the principal amount of the term loans repaid, depending on whether we repay some or all of the principal amount in the first, second or third year of the Second Lien Credit Facility, respectively; provided, that no such prepayment penalty is required in the event we pay the term loans under the Second Lien Credit Facility in full in connection with an initial public offering, subject to certain conditions.

Amortization and Final Maturity

        The maturity date of the Second Lien Credit Facility is April 11, 2021. There are no amortization payments required under the Second Lien Credit Facility.

Guarantees and Security

        The Second Lien Credit Facility is guaranteed by Intermediate Holdings and each of Intermediate Holdings' domestic subsidiaries. The obligations under the Second Lien Credit Facility are secured by a second priority perfected lien (or first priority if the obligations under the First Lien Credit Facility have been discharged) in favor of the administrative agent on substantially all of the assets of Intermediate Holdings, Hygenic and Intermediate Holdings' domestic subsidiaries, including a pledge of the equity interests of Hygenic and Intermediate Holdings' other subsidiaries (which pledge, in the case of any foreign subsidiary, is limited to 65% of the voting equity interests and 100% of the non-voting equity interests of the first tier foreign subsidiaries of Hygenic and the other domestic subsidiaries of Intermediate Holdings).

Covenants and Other Matters

        The Second Lien Credit Facility contains a number of covenants that, among other things, and subject to certain exceptions, restrict the ability of Intermediate Holdings and its subsidiaries to:

•

create, incur or assume additional indebtedness;

•

incur certain liens;

•

pay dividends on capital stock or redeem, repurchase or retire capital stock;

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•

pay management fees or similar fees to our equity holders or their affiliates;

•

redeem or prepay any subordinated debt;

•

consolidate or merge;

•

sell, transfer, dispose of, convey or lease our assets and equity interest;

•

make investments in other businesses or entities; and

•

engage in transactions with affiliates.

        In addition, the Second Lien Credit Agreement requires us and our subsidiaries to comply on a quarterly basis with a maximum Total Debt to EBITDA Ratio (as defined in the Second Lien Credit Agreement), which becomes more restrictive over time.

        The Second Lien Credit Agreement contains certain customary affirmative covenants, representations and warranties and events of default. In addition, the Second Lien Credit Agreement contains a cross-default provision that triggers a default if we default on the terms applicable to any debt (other than First Lien Credit Facility obligations) in an aggregate amount of greater than $1.125 million, and a cross-acceleration provision that triggers a default if an event of default under the First Lien Credit Facility occurs and any portion of the loans under the First Lien Credit Facility have been accelerated. As of March 18, 2016, we were in compliance with all covenants in the Second Lien Credit Facility.

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SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information regarding the beneficial ownership of our common stock as of March 1, 2016 by (i) such persons known to us to be beneficial owners of more than 5% of our common stock, (ii) each of our directors and named executive officers, and (iii) all of our directors and executive officers as a group. As of March 1, 2016, there were 26 holders of our outstanding common stock.

        Unless otherwise indicated below, the address for each listed director, officer and stockholder is c/o Performance Health Holdings Corp., 1245 Home Ave., Akron, Ohio 44310. Beneficial ownership has been determined in accordance with the applicable rules and regulations promulgated under the Exchange Act. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after March 1, 2016 through the exercise of any option, warrant or other right. For purposes of calculating each person's or group's percentage ownership, shares of common stock issuable pursuant to options exercisable within 60 days after March 1, 2016 are included as outstanding and beneficially owned for that person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. The inclusion in the following table of those shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner. To our knowledge, except under applicable community property laws or as otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all shares shown as beneficially owned. For more information regarding the terms of our common stock, see "Description of Capital Stock." For more information regarding our relationship with certain of the persons named below, see "Certain Relationships and Related Party Transactions."

	Shares Owned Before the Offering					Shares Owned After the Offering (no over-allotment exercise)		Shares Owned After the Offering (full over-allotment exercise)
Name and Address of Beneficial Owner	Number		Percentage			Number	Percentage	Number	Percentage
Beneficial owners of 5% or more of our common stock:
PHW Equity Investors, L.P.(1)		1,305,750		97.4	%
Directors and Named Executive Officers:
Marshall Dahneke(2)		22,680		1.7	%
Rocco Mango(3)		2,628		*
Niels Lichti(4)		6,952		*
Thomas A. Burger, Jr.(1)		1,305,750		97.4	%
Michael Celano		—		—
Eugene P. Conese, Jr.(1)		1,305,750		97.4	%
Kevin Jackson		—		—
Mark Larsen(5)		1,420		*
Stephen Knox(6)		1,280		*
All executive officers and directors as a group (9 persons)(7)		1,333,758		98.8	%

*

Indicates less than one percent

(1)

Consists of 1,305,750 shares of common stock. The general partner of our principal stockholder, PHW Equity Investors, L.P. is PHW Management, LLC. By virtue of the relationships described in

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this footnote, PHW Management, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by PHW Equity Investors, L.P. PHW Management, LLC disclaims beneficial ownership of such shares to the extent attributed to it solely by virtue of being the general partner of PHW Equity Investors, L.P. Gridiron GP II, LLC is the sole member of PHW Management, LLC. The sole member of PHW Management, LLC disclaims beneficial ownership of such shares to the extent attributed to it solely by virtue of being the sole member of PHW Equity Investors, L.P. Gridiron Partners II, LLC is the managing member of Gridiron GP II, LLC and the managing members of Gridiron Partners II, LLC are Thomas A. Burger, Jr. and Eugene P. Conese, Jr. Gridiron Partners II, LLC disclaims beneficial ownership of such shares to the extent attributed to it solely by virtue of being the managing member of Gridiron GP II, LLC. As a result of the relationships described above, Messrs. Burger, Jr. and Conese, Jr. may be deemed to share beneficial ownership of the shares held by PHW Equity Investors, L.P. Each of Messrs. Burger, Jr. and Conese, Jr. disclaims beneficial ownership of such shares to the extent attributed to him by virtue of directing the investments held by Gridiron Partners II, LLC. The address of each of PHW Equity Investors, L.P., PHW Management, LLC, Gridiron GP II, LLC and Gridiron Partners II, LLC is 220 Elm Street, New Canaan, Connecticut 06840.

(2)

Consists of 15,000 shares of common stock and an option to purchase 7,680 shares held by Mr. Dahneke.

(3)

Consists of 628 shares of common stock and an option to purchase 2,000 shares held by Mr. Mango.

(4)

Consists of 4,000 shares of common stock and an option to purchase 2,952 shares held by Mr. Lichti.

(5)

Consists of 1,000 shares of common stock and an option to purchase 420 shares held by Mr. Larsen.

(6)

Consists of 1,000 shares of common stock and an option to purchase 280 shares held by Mr. Knox.

(7)

Includes 10,380 shares subject to stock options which are currently exercisable or exercisable within 60 days after March 1, 2016 held by our executive officers and directors.

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DESCRIPTION OF CAPITAL STOCK

General

        The following is a description of the material terms of, and is qualified in its entirety by, our certificate of incorporation and bylaws, each of which will be in effect prior to the completion of this offering. To understand them fully, you should read our certificate of incorporation and bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus is a part.

Authorized Capital

        Upon the completion of this offering, our authorized capital stock will consist of:

•

            shares of common stock, par value $0.0001 per share, of which            shares are issued and outstanding as of                   , 2016 and;

•

            shares of preferred stock, par value $0.0001 per share, of which no shares have been issued.

        As of                , 2016, there were            holders of record of our common stock.

        Immediately following the completion of this offering, there are expected to be            shares of common stock issued and outstanding and no shares of preferred stock outstanding.

        Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Common Stock

        Dividend Rights.    Subject to preferences that may apply to shares of preferred stock outstanding at the time, holders of outstanding shares of common stock will be entitled to receive dividends out of assets legally available at the times and in the amounts as our board of directors may from time to time determine.

        Voting Rights.    Each outstanding share of common stock will be entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of our common stock shall have no cumulative voting rights.

        Preemptive Rights.    Our common stock will not be entitled to preemptive or other similar subscription rights to purchase any of our securities.

        Conversion or Redemption Rights.    Our common stock will be neither convertible nor redeemable.

        Liquidation Rights.    Upon our liquidation, the holders of our common stock will be entitled to receive pro rata our assets which are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding.

        Listing.    We intend to list our common stock on the NASDAQ Global Market under the symbol "PHC."

Preferred Stock

        Our board of directors may, without further action by our stockholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the designations, powers, preferences, privileges and relative participating, optional or special rights as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the common stock. Satisfaction of any dividend preferences of outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of

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our common stock. Holders of shares of preferred stock may be entitled to receive a preference payment in the event of our liquidation before any payment is made to the holders of shares of our common stock. Under certain circumstances, the issuance of shares of preferred stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of our securities or the removal of incumbent management. Upon the affirmative vote of a majority of the total number of directors then in office, our board of directors, without stockholder approval, may issue shares of preferred stock with voting and conversion rights which could adversely affect the holders of shares of our common stock and the market value of our common stock. Upon the completion of this offering, there will be no shares of preferred stock outstanding, and we have no present intention to issue any shares of preferred stock.

Anti-Takeover Effects of our Certificate of Incorporation and By-laws

        Our certificate of incorporation and by-laws will contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and which may have the effect of delaying, deferring or preventing a future takeover or change in control of the Company unless such takeover or change in control is approved by the board of directors.

        These provisions include:

        Classified Board.    Our certificate of incorporation will provide that our board of directors will be divided into three classes of directors, with the classes as nearly equal in number as possible. As a result, approximately one-third of our board of directors will be elected each year. The classification of the board of directors will have the effect of making it more difficult for stockholders to change the composition of our board of directors. Our certificate of incorporation will also provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors will be fixed exclusively pursuant to a resolution adopted by our board of directors; provided that until the Trigger Date, the size of the board of directors will be determined by the affirmative vote of at least a majority of our then outstanding common stock unless a majority of directors affiliated with PHW Equity Investors, L.P. vote for the board of directors determination. Upon completion of this offering, our board of directors will have 7 members.

        Action by Written Consent; Special Meetings of Stockholders.    Our certificate of incorporation will provide that stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting once investment funds affiliated with our Sponsor cease to beneficially own more than 50% of our outstanding shares. Our certificate of incorporation will also provide that, except as otherwise required by law, special meetings of the stockholders can only be called by the chairman or vice-chairman of the board of directors or by the Secretary of the Company pursuant to a resolution adopted by a majority of the board of directors or, until the date that PHW Equity Investors, L.P. ceases to beneficially own more than 50% of our outstanding shares, at the request of holders of at least a majority of our outstanding shares. Except as described above, stockholders will not be permitted to call a special meeting or to require the board of directors to call a special meeting.

        Removal of Directors.    Our certificate of incorporation will provide that our directors may be removed only for cause by the affirmative vote of at least 75% of the voting power of our outstanding shares of capital stock, voting together as a single class; provided that until the Trigger Date, directors may be removed with or without cause by the affirmative vote of a majority of our then outstanding shares of capital stock, voting together as a single class. This requirement of a supermajority vote to remove directors could enable a minority of our stockholders to prevent a change in the composition of our board of directors.

        Advance Notice Procedures.    Our by-laws will establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed

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nominations of persons for election to the board of directors. Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our Secretary timely written notice, in proper form, of the stockholder's intention to bring that business before the meeting. Although the by-laws will not give the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the by-laws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may delay the opportunity for a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the Company.

        Super Majority Approval Requirements.    The Delaware General Corporation Law generally provides that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or by-laws, unless either a corporation's certificate of incorporation or by-laws requires a greater percentage. Our certificate of incorporation will provide that from and after the Trigger Date, the affirmative vote of holders of at least 75% of the total votes eligible to be cast in the election of directors will be required to amend, alter, change or repeal specified provisions. This requirement of a supermajority vote to approve amendments to our certificate of incorporation and by-laws could enable a minority of our stockholders to exercise veto power over any such amendments.

        Authorized but Unissued Shares.    Our authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of a majority of our common stock by means of a proxy contest, tender offer, merger or otherwise.

        Business Combinations with Interested Stockholders.    We are subject to Section 203 of the Delaware General Corporation Law, an antitakeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation's voting stock for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner.

Exclusive Forum

        Our certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and other employees for breach of a fiduciary duty and other similar actions may be brought only in specified courts in the State of Delaware. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors, officers and other employees. See "Risk Factors—Our certificate of incorporation designates courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees."

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Corporate Opportunities

        Our certificate of incorporation will provide that we renounce any interest or expectancy of the Company in the business opportunities of our Sponsor and of its officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries and each such party shall not have any obligation to offer us those opportunities unless presented to a director or officer of the Company in his or her capacity as a director or officer of the Company.

Limitations on Liability and Indemnification Directors

        Our certificate of incorporation will limit the liability of our directors to the fullest extent permitted by the Delaware General Corporation Law and provides that we will indemnify them to the fullest extent permitted by such law. We expect to enter into indemnification agreements with our current directors prior to the completion of this offering and expect to enter into a similar agreement with any new directors. We expect to increase our directors' and officers' liability insurance coverage prior to the completion of this offering.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock will be Computershare Trust Company, N.A.

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SHARES ELIGIBLE FOR FUTURE SALE

        Immediately prior to this offering, there was no public market for our common stock, and we cannot predict what effect, if any, market sales of shares of common stock or the availability of shares of common stock for sale will have on the market price of our common stock prevailing from time to time. Nevertheless, sales of substantial amounts of common stock, including shares issued upon the exercise of outstanding options and warrants, in the public market, or the perception that such sales could occur, could materially and adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate.

        Upon the completion of this offering, we will have outstanding an aggregate of approximately            shares of common stock. In addition, options and warrants to purchase an aggregate of approximately            shares of our common stock will be outstanding as of the completion of this offering. Of the outstanding shares, the shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except that any shares purchased by our "affiliates," as that term is defined in Rule 144 under the Securities Act, may be sold only in compliance with the limitations described below. The remaining outstanding shares of common stock will be deemed restricted securities, as defined under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which we summarize below. All of these shares will be subject to lock-up agreements described below.

Rule 144

        In general, under Rule 144, beginning 90 days after the date of this prospectus, a person who is not our affiliate and has not been our affiliate at any time during the preceding three months will be entitled to sell any shares of our common stock that such person has beneficially owned for at least six months, including the holding period of any prior owner other than one of our affiliates, without regard to volume limitations. Sales of our common stock by any such person would be subject to the availability of current public information about us if the shares to be sold were beneficially owned by such person for less than one year.

        Approximately            shares of our common stock that are not subject to the lock-up agreements described above will be eligible for sale under Rule 144 immediately upon the completion of this offering.

        Beginning 90 days after the date of this prospectus, our affiliates who have beneficially owned shares of our common stock for at least six months, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

•

1% of the number of shares of our common stock then outstanding, which will equal approximately            shares immediately after this offering; and

•

the average weekly trading volume in our common stock on the NASDAQ Global Market during the four calendar weeks preceding the date of filing of a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale.

        Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

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Rule 701

        In general, under Rule 701 as currently in effect, any of our employees, directors, officers, consultants or advisors who purchase shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering are entitled to sell such shares 90 days after the effective date of this offering in reliance on Rule 144, in the case of affiliates, without having to comply with the holding period requirements of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, holding period, volume limitation or notice filing requirements of Rule 144.

Lock-Up Agreements

        Our officers, directors and other stockholders owning an aggregate of      % of our common stock prior to this offering will be subject to lock-up agreements with the underwriters that will restrict the sale of the shares of our common stock held by them for 180 days, subject to certain exceptions. See "Underwriting" for a description of these lock-up agreements.

Registration Statements on Form S-8

        Immediately after the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register all of the shares of common stock issued or reserved for future issuance under our 2012 Equity Incentive Plan and our 2016 Omnibus Incentive Plan. This registration statement will cover approximately            shares. Shares registered under the registration statement will generally be available for sale in the open market after the 180-day lock-up period immediately following the date of this prospectus (as such period may be extended in certain circumstances).

Registration Rights

        We expect that beginning 180 days after the date of this prospectus, subject to certain exceptions, holders of             shares of our common stock will be entitled to require us to register their shares for resale under the federal securities laws. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon effectiveness of the registration.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS OF COMMON STOCK

        The following is a summary of certain material United States federal income and estate tax considerations relating to the purchase, ownership, and disposition of shares of our common stock by a non-U.S. holder (as defined below) that acquires our common stock in this offering and holds it as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). For purposes of this summary, a "non-U.S. holder" is a beneficial owner of our common stock that, for United States federal income tax purposes, is an individual, corporation, estate or trust other than:

•

an individual who is a citizen or resident of the United States;

•

a corporation, or any other organization taxable as a corporation for United States federal income tax purposes, that is created or organized under the laws of the United States, any state thereof, or the District of Columbia;

•

an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust if (1) a court within the United States is able to exercise primary supervision over the trust's administration and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of that trust, or (2) the trust has in effect a valid election under the applicable Treasury regulations to be treated as a United States person.

        A modified definition of "non-U.S. holder" applies for United States federal estate tax purposes (as discussed below).

        This summary is based upon the Code, Treasury regulations promulgated or proposed thereunder, judicial decisions, rulings, and administrative interpretations thereof, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. The foregoing are subject to differing interpretations which could affect the tax consequences described herein. This summary does not purport to be a complete analysis of all the potential tax considerations relevant to non-U.S. holders of our common stock. In addition, this summary does not address all aspects of United States federal income and estate taxation that may be applicable to non-U.S. holders in light of their particular circumstances or status, nor does it address specific tax considerations that may be relevant to particular persons (including, for example, financial institutions, broker-dealers, insurance companies, partnerships or other pass-through entities, certain United States expatriates, tax-exempt organizations, pension plans, "controlled foreign corporations," "passive foreign investment companies," corporations that accumulate earnings to avoid United States federal income tax, persons in special situations, such as those who have elected to mark securities to market or those who hold shares of our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment, persons that have a "functional currency" other than the U.S. dollar, or holders subject to the alternative minimum tax or the unearned income Medicare contribution tax). In addition, except as explicitly addressed herein with respect to estate tax, this summary does not address certain estate and any gift tax considerations or considerations under the tax laws of any state, local or non-United States jurisdiction.

        If a partnership (including any entity or arrangement treated as a partnership for United States federal income tax purposes) owns our common stock, the tax treatment of a person treated as a partner in the partnership for United States federal income tax purposes generally will depend upon the status of the partner and the activities of the partnership. Partnerships and other entities that are treated as partnerships for United States federal income tax purposes and persons holding our common stock through a partnership or other entity treated as a partnership for United States federal income tax purposes should consult their tax advisors.

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        There can be no assurance that the Internal Revenue Service ("IRS") will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS or an opinion of counsel with respect to the United States federal income or estate tax consequences to a non-U.S. holder of the purchase, ownership or disposition of our common stock.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO BE TAX ADVICE. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE UNITED STATES FEDERAL INCOME AND ESTATE TAXATION, STATE, LOCAL, AND NON-UNITED STATES TAXATION AND OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES UNDER ANY APPLICABLE TAX TREATY.

Distributions on our shares of our common stock

        We do not currently expect to pay dividends. In the event we do make a distribution of cash or property with respect to our common stock, any such distributions generally will constitute dividends for United States federal income tax purposes to the extent of our current or accumulated earnings and profits, as determined under United States federal income tax principles, and will be subject to withholding as described in the next paragraph below. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the non-U.S. holder's investment, up to such holder's adjusted tax basis in shares of our common stock. Any remaining excess will be treated as capital gain, subject to the tax treatment described below in "Gain on Sale, Exchange or Other Taxable Disposition of Our Common Stock." Any distribution described in this paragraph would also be subject to the discussion below in "Additional Withholding and Reporting Requirements."

        Any dividends paid to a non-U.S. holder with respect to shares of our common stock generally will be subject to withholding of United States federal tax at a 30% rate unless such non-U.S. holder provides us or our agent, as the case may be, with the appropriate IRS Form W-8 prior to the payment of dividends, such as:

•

IRS Form W-8BEN or W-8BEN-E, as applicable, (or successor form) certifying, under penalties of perjury, that such non-U.S. holder is entitled to a reduction in withholding under an applicable income tax treaty, or

•

IRS Form W-8ECI (or successor form) certifying, under penalties of perjury that a dividend paid on our common stock is not subject to withholding tax because it is effectively connected with the conduct of a trade or business in the United States of the non-U.S. holder (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained in the U.S.) (in which case such dividend generally will be subject to graduated United States federal income tax rates on a net income basis as described below).

        The certification requirement described above also may require a non-U.S. holder that provides an IRS form or that claims treaty benefits to provide its United States taxpayer identification number.

        Each non-U.S. holder is urged to consult its own tax advisor about the specific methods for satisfying these requirements. A claim for exemption will not be valid if the person receiving the applicable form has actual knowledge or reason to know that the statements on the form are false.

        If dividends are "effectively connected" with the conduct of a trade or business in the United States of a non-U.S. holder (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base maintained by such non-U.S. holder in the United States), the non-U.S. holder, although exempt from the withholding tax described above (provided that the certifications described above are satisfied), will generally be subject to United States federal income

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tax on such dividends on a net income basis in the same manner as if it were a resident of the United States. In addition, if the non-U.S. holder is taxable as a corporation for United States federal income tax purposes, such holder may, under certain circumstances, be subject to an additional "branch profits tax" equal to 30% (unless reduced by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year.

        If a non-U.S. holder is eligible for a reduced rate of United States federal withholding tax pursuant to an applicable income tax treaty, such holder may obtain a refund or credit of any amounts withheld in excess of that rate by timely filing an appropriate refund claim with the IRS.

Gain on sale, exchange or other taxable disposition of shares of our common stock

        Subject to the discussion below under "Additional Withholding and Reporting Requirements," a non-U.S. holder generally will not be subject to United States federal income tax or withholding tax on gain realized upon a sale, exchange or other taxable disposition of shares of our common stock (including a redemption, but only if the redemption is treated as a sale or exchange rather than a distribution for United States federal income tax purposes) unless:

(1)

the gain is "effectively connected" with the conduct of a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained in the United States);



(2)

the non-U.S. holder is an individual who is present in the United States for 183 or more days in the taxable year of the disposition and meets certain other conditions; or



(3)

we are or have been a "United States real property holding corporation" ("USRPHC") for United States federal income tax purposes at any time within the shorter of the five-year period preceding the disposition and the non-U.S. holder's holding period for our common stock (the "relevant period").

        If the first exception applies, the non-U.S. holder generally will be subject to United States federal income tax on a net income basis with respect to such gain in the same manner as if such holder were a resident of the United States. In addition, if the non-U.S. holder is a corporation for United States federal income tax purposes, such gains may, under certain circumstances, also be subject to an additional "branch profits tax" at a 30% rate (or at a lower rate under an applicable income tax treaty).

        If the second exception applies, the non-U.S. holder generally will be subject to United States federal income tax at a rate of 30% (unless an applicable income tax treaty provides otherwise) on the amount by which such non-U.S. holder's capital gains allocable to United States sources exceed capital losses allocable to United States sources during the taxable year of the disposition.

        With respect to the third exception above, although there can be no assurances, we believe we currently are not, and we do not anticipate becoming, a USRPHC for United States federal income tax purposes. However, because the determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our other trade or business assets and our foreign real property interests, there can be no assurance that we will not become a USRPHC in the future. Generally, a corporation is a USRPHC only if the fair market value of its United States real property interests (as defined in the Code) equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Even if we are or become a USRPHC, a non-U.S. holder would not be subject to U.S. federal income tax on a sale, exchange or other taxable disposition of our common stock by reason of our status as a USRPHC so long as (i) our common stock continues to be regularly traded on an established securities market (within the meaning of Section 897(c)(3) of the Code) during the calendar year in which such disposition occurs and (ii) such non-U.S. holder does not own

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and is not deemed to own (directly, indirectly or constructively) more than 5% of our common stock at any time during the relevant period. If we are a USRPHC and the requirements of (i) or (ii) are not met, gain on the disposition of shares of our common stock generally will be taxed in the same manner as gain that is effectively connected with the conduct of a U.S. trade or business, except that the "branch profits tax" will not apply.

Additional withholding and reporting requirements

        Legislation (commonly referred to as "FATCA") imposes United States federal withholding at a rate of 30% on payments to certain non-U.S. entities (including financial intermediaries), including dividends on and the gross proceeds from dispositions of our common stock, unless various information reporting and due diligence requirements, which are different from and in addition to the certification requirements described elsewhere in this discussion, have been satisfied (generally relating to ownership by U.S. persons of interests in or accounts with those entities). The withholding rules currently apply to payments of dividends on our common stock and will apply to gross proceeds from dispositions of our common stock beginning January 1, 2017 (which date, under recent Treasury guidance, is expected to be delayed until on or after January 1, 2019). Although Treasury regulations implementing FATCA have been finalized, certain aspects of these rules remain unclear and subject to change. An intergovernmental agreement between the United States and a foreign country where a holder or intermediary is located may modify the requirements in this paragraph. Non-U.S. holders should consult their tax advisors regarding the possible implications of FATCA on their investment in our common stock.

Information reporting and backup withholding

        We must report annually to the IRS and to each non-U.S. holder the gross amount of the distributions on our common stock paid to such holder and the tax withheld, if any, with respect to such distributions, regardless of whether withholding was required. A non-U.S. holder will generally be subject to backup withholding on dividends paid to such holder unless such holder furnishes a valid IRS Form W-8BEN or W-8BEN-E, as applicable, (or such other applicable form and documentation as required by the Code or the Treasury regulations) certifying under penalties of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption. Dividends paid to non-U.S. holders subject to the United States federal withholding tax, as described above in "Distributions on Shares of Our Common Stock," generally will be exempt from U.S. backup withholding.

        Information reporting and, depending on the circumstances, backup withholding will apply to the payment of the proceeds of a sale or other disposition of shares of our common stock by a non-U.S. holder effected by or through the United States office of any broker, United States or foreign, unless the holder certifies that it is not a United States person (as defined under the Code) and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the United States through a non-United States office of a broker. However, for information reporting purposes, dispositions effected through a non-United States office of a broker with substantial United States ownership or operations generally will be treated in a manner similar to dispositions effected through a United States office of a broker. Prospective investors should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

        Copies of the information returns may be made available to the tax authorities in the country in which the non-U.S. holder resides or is incorporated under the provisions of an applicable treaty or agreement.

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        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a credit against a non-U.S. holder's United States federal income tax liability, if any, and may entitle such holder to a refund, provided that an appropriate claim is timely filed with the IRS.

Federal estate taxes

        Shares of our common stock held (or treated as held) by an individual who is not a United States citizen or resident (as specifically determined for United States federal estate tax purposes) at the time of such individual's death generally will be included in the holder's gross estate for United States federal estate tax purposes, unless an applicable estate tax or other treaty provides otherwise, and, therefore, may be subject to United States federal estate tax.

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UNDERWRITING

        Under the terms and subject to the conditions contained in an underwriting agreement dated                    , 2016, we have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC and Jefferies LLC are acting as representatives (the "Representatives"), the following respective numbers of shares of common stock:

Underwriter	Number of Shares
Credit Suisse Securities (USA) LLC
Jefferies LLC
Robert W. Baird & Co. Incorporated
UBS Securities LLC
William Blair & Company, L.L.C.
SunTrust Robinson Humphrey, Inc.
Total

        The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the option described below. The underwriting agreement also provides that, if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

        We have granted to the underwriters a 30-day option to purchase up to                additional shares from us at the initial public offering price less the underwriting discounts and commissions. This option may be exercised only to cover any over-allotments of common stock.

        The underwriters propose to offer the shares of common stock initially at the public offering price on the cover of this prospectus and to selling group members at that price less a selling concession of $                per share. After the initial public offering, the Representatives may change the public offering price and concession.

        The following table summarizes the compensation and estimated expenses we will pay:

	Per Share		Total
	Without Over-allotment	With Over-allotment	Without Over-allotment	With Over-allotment
Underwriting Discounts and Commissions paid by us
Expenses payable by us(1)

(1)

We have agreed to reimburse the underwriters for the reasonable fees and expenses up to $50,000 of counsel for the underwriters related to the review by the Financial Industry Regulatory Authority, Inc. of the offering.

        The Representatives have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of common stock being offered.

        We have agreed, subject to certain exceptions, that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of Credit Suisse Securities (USA) LLC for a period of 180 days after the date of this prospectus.

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        Our officers and directors and our Sponsor and its affiliates have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC for a period of 180 days after the date of this prospectus.

        We have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

        We intend to list our common stock on the NASDAQ Global Market under the symbol "PHC."

        Prior to this offering, there has been no public market for our common stock. The initial public offering price for our common stock will be determined by negotiation between us and the underwriters. The principal factors to be considered in determining the initial public offering price include the following:

•

the general condition of the securities markets;

•

market conditions for initial public offerings;

•

the market for securities of companies in businesses similar to ours;

•

the history and prospects for the industry in which we compete;

•

our past and present operations and earnings and our current financial position;

•

the history and prospects for our business;

•

an assessment of our management; and

•

other information included in this prospectus and otherwise available to the underwriters.

        The initial public offering price may not correspond to the price at which our common stock will trade in the public market subsequent to this offering, and there can be no assurance that an active trading market will develop and continue after this offering.

        In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

•

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•

Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

•

Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining

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the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, referred to as a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•

Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

        These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on            or otherwise and, if commenced, may be discontinued at any time.

        A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering, and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The Representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

Other Relationships

        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for us and for our affiliates in the ordinary course of business for which they have received and would receive customary compensation.

        In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investments and securities activities may involve securities and/or instruments of the Company and its affiliates. If the underwriters or their respective affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their exposure to us consistent with their customary risk management policies. Typically, the underwriters and their respective affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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European Economic Area

        In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each such state being referred to herein as a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (each such date being referred to herein as a Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

•

to legal entities which are qualified investors as defined in the Prospectus Directive;

•

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

•

in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

        For the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

United Kingdom

        Each underwriter has represented and agreed that:

•

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and

•

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

France

        Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers.

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        The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

•

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

•

used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

•

to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d'investisseurs), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

•

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•

in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l'épargne).

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Hong Kong

        The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an

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accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

        The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Switzerland

        The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

        Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Australia

        This prospectus is not a disclosure document for the purposes of Australia's Corporations Act 2001 (Cth) of Australia, or Corporations Act, has not been lodged with the Australian Securities & Investments Commission and is only directed to the categories of exempt persons set out below. Accordingly, if you receive this prospectus in Australia:

A.

You confirm and warrant that you are either:

•

a "sophisticated investor" under section 708(8)(a) or (b) of the Corporations Act;

•

a "sophisticated investor" under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant's certificate to the Company which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;

•

a person associated with the Company under Section 708(12) of the Corporations Act; or

134

•

a "professional investor" within the meaning of section 708(11)(a) or (b) of the Corporations Act.

        To the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer made to you under this prospectus is void and incapable of acceptance.

B.

You warrant and agree that you will not offer any of the securities issued to you pursuant to this prospectus for resale in Australia within 12 months of those securities being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

Canada

Resale Restrictions

        The distribution of securities in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia in accordance with an exemption from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made. Any resale of the securities in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities.

Representations of Canadian Purchasers

        By purchasing securities in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:

•

the purchaser is entitled under applicable provincial securities laws to purchase the securities without the benefit of a prospectus qualified under those securities laws as it is an "accredited investor" as defined under National Instrument 45-106—Prospectus Exemptions,

•

the purchaser is a "permitted client" as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations,

•

where required by law, the purchaser is purchasing as principal and not as agent, and

•

the purchaser has reviewed the text above under Resale Restrictions.

Conflicts of Interest

        Canadian purchasers are hereby notified that the underwriters are relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105—Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document.

Statutory Rights of Action

        Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the offering memorandum (including any amendment thereto) such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

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Enforcement of Legal Rights

        All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

        Canadian purchasers of securities should consult their own legal and tax advisors with respect to the tax consequences of an investment in the securities in their particular circumstances and about the eligibility of the securities for investment by the purchaser under relevant Canadian legislation.

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LEGAL MATTERS

        The validity of the issuance of the shares of common stock to be sold in this offering will be passed upon for us by Ropes & Gray LLP, Boston, Massachusetts. The underwriters have been represented by Cravath, Swaine & Moore LLP, New York, New York.

EXPERTS

        The consolidated financial statements of Performance Health Holdings Corp. at April 30, 2015 and 2014, and for each of the two years in the period ended April 30, 2015, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock being offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the shares of our common stock, reference is made to the registration statement and the exhibits and schedules filed as a part thereof. Statements contained in this prospectus as to the contents of any contract or other document is not necessarily complete. We are not currently subject to the informational requirements of the Exchange Act. As a result of the offering of the shares of our common stock, we will become subject to the informational requirements of the Exchange Act and, in accordance therewith, will file reports and other information with the SEC. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington, D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC's website at www.sec.gov.

        As a result of this offering, we will become subject to the informational requirements of the Exchange Act. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports containing consolidated financial statements certified by an independent public accounting firm. We also maintain an Internet site at www.performancehealth.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

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Performance Health Holdings Corp.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Consolidated Balance Sheets—April 30, 2015 and 2014		F-3
Consolidated Statements of Operations—Years Ended April 30, 2015 and 2014		F-4
Consolidated Statements of Comprehensive Income—Years Ended April 30, 2015 and 2014		F-5
Consolidated Statements of Redeemable Common Stock and Stockholders' (Deficit) Equity—Years Ended April 30, 2015 and 2014		F-6
Consolidated Statements of Cash Flows—Years Ended April 30, 2015 and 2014		F-7
Notes to Consolidated Financial Statements		F-8
Consolidated Balance Sheet (Unaudited)—January 31, 2016		F-35
Consolidated Statements of Operations (Unaudited)—Nine Months Ended January 31, 2016 and 2015		F-36
Consolidated Statements of Comprehensive Income (Unaudited)—Nine Months Ended January 31, 2016 and 2015		F-37
Consolidated Statements of Redeemable Common Stock and Stockholders' Equity (Deficit) (Unaudited)—Nine Months Ended January 31, 2016 and 2015		F-38
Consolidated Statements of Cash Flows (Unaudited)—Nine Months ended January 31, 2016 and 2015		F-39
Notes to Consolidated Financial Statements (Unaudited)		F-40

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Performance Health Holdings Corp.

We have audited the accompanying consolidated balance sheets of Performance Health Holdings Corp. as of April 30, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, redeemable common stock and stockholders' (deficit) equity and cash flows for each of the two years in the period ended April 30, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Performance Health Holdings Corp. at April 30, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the two years in the period ended April 30, 2015, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Cleveland, Ohio

September 11, 2015

F-2

PERFORMANCE HEALTH HOLDINGS CORP.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	As of April 30,
	2015			2014
ASSETS
Current Assets:
Cash and cash equivalents	$	4,524		$	2,764
Trade accounts receivable, net of allowance for uncollectible accounts of $231 and $246 at April 30, 2015 and 2014, respectively		19,015			17,737
Inventories, net		22,496			19,820
Prepaid taxes		352			236
Income taxes receivable		2,470			467
Deferred income taxes		1,212			674
Prepaid expenses and other		1,987			2,397
Total current assets		52,056			44,095
Property, plant & equipment, net		11,663			12,604
Goodwill		241,008			231,874
Intangible assets, net		136,742			137,957
Other assets		1,725			2,364
Total assets	$	443,194		$	428,894
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY
Current Liabilities:
Revolving line of credit	$	—		$	4,699
Current portion of long-term debt		2,700			2,020
Accounts payable		7,599			5,992
Accrued payroll, incentives, and related benefits		2,947			1,859
Income taxes payable		242			955
Other accrued current liabilities		1,741			1,337
Total current liabilities		15,229			16,862
Other liabilities		616			333
Deferred income taxes		42,413			44,007
Long-term debt		380,842			237,245
Total liabilities		439,100			298,447
Redeemable common stock		5,112			3,334
Stockholders' (Deficit) Equity:
Common stock—voting authorized, 1,000,000, issued and outstanding 652,875 in 2015 and 2014		—			—
Common stock—non-voting authorized, 1,000,000, issued and outstanding 692,274 in 2015 and 689,173 in 2014		—			—
Additional paid-in capital		1,224			131,317
Accumulated deficit		(1,307	)		(4,353	)
Accumulated other comprehensive (loss) income		(935	)		149
Total stockholders' (deficit) equity		(1,018	)		127,113
Total liabilities, redeemable common stock and stockholders' equity	$	443,194		$	428,894

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-3

PERFORMANCE HEALTH HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share and per share data)

	For the year ended April 30,
	2015			2014
Net sales	$	146,194		$	115,762
Cost of products sold		61,269			49,773
Gross profit		84,925			65,989
Selling, general and administrative expenses		50,733			39,578
Income from operations		34,192			26,411
Other income (expense):
Interest expense, net		(20,739	)		(20,179	)
Extinguishment of long-term debt		(1,034	)		(1,664	)
Bargain purchase gain		—			2,315
Other, net		(170	)		(708	)
Total other income (expense)		(21,943	)		(20,236	)
Income before income taxes		12,249			6,175
Provision for income taxes		5,359			3,546
Net income	$	6,890		$	2,629
Per share information:
Net income per share:
Basic	$	5.12		$	1.97
Diluted	$	5.10		$	1.97
Weighted average shares outstanding:
Basic		1,344,749			1,337,220
Diluted		1,351,572			1,337,220

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-4

PERFORMANCE HEALTH HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

	For the year ended April 30,
	2015			2014
Comprehensive Income:
Net income	$	6,890		$	2,629
Other comprehensive income (loss)
Foreign currency translation adjustments		(1,084	)		37
Total comprehensive income	$	5,806		$	2,666

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-5

PERFORMANCE HEALTH HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF REDEEMABLE COMMON STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY

For the Years Ended April 30, 2015 and 2014
(Dollars in thousands)

					Stockholders' (Deficit) Equity
	Redeemable Common Stock
					Common Stock				Treasury Stock												Accumulated Other Comprehensive Income (Loss)
															Additional Paid-In Capital			Accumulated Deficit
	Shares		Amount		Shares		Amount		Shares			Amount												Total
Balance at May 1, 2013		22,420	$	2,242		1,335,490	$	—		(1,070	)	$	(107	)	$	131,385		$	(6,982	)	$	112		$	124,408
Net income		—		—		—		—		—			—			—			2,629			—			2,629
Foreign currency translation adjustment		—		—		—		—		—			—			—			—			37			37
Adjustment to redemption value		—		1,092		—		—		—			—			(1,092	)		—			—			(1,092	)
Stock-based compensation		—		—		—		—		—			—			356			—			—			356
Issuance of common stock		—		—		6,558		—		1,070			107			668			—			—			775
Balance at April 30, 2014		22,420		3,334		1,342,048		—		—			—			131,317			(4,353	)		149			127,113
Net income		—		—		—		—		—			—			—			6,890			—			6,890
Foreign currency translation adjustment		—		—		—		—		—			—			—			—			(1,084	)		(1,084	)
Adjustment to redemption value		—		1,778		—		—		—			—			(953	)		(825	)		—			(1,778	)
Stock-based compensation		—		—		—		—		—			—			1,341			—			—			1,341
Distribution to stockholders		—		—		—		—		—			—			(130,981	)		(3,019	)		—			(134,000	)
Issuance of common stock		—		—		3,101		—		—			—			500			—			—			500
Balance at April 30, 2015		22,420	$	5,112		1,345,149	$	—		—		$	—		$	1,224		$	(1,307	)	$	(935	)	$	(1,018	)

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-6

PERFORMANCE HEALTH HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	For the year ended April 30,
	2015			2014
Cash Flows from Operating Activities:
Net income	$	6,890		$	2,629
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		12,868			11,861
Deferred income taxes		(2,135	)		335
Amortization of deferred financing costs and original issue discount ("OID")		1,033			905
Stock-based compensation expense		1,341			356
Non-cash loss on the extinguishment of long-term debt		1,034			864
Non-cash interest expense		420			718
Loss on the disposal of assets		217			531
Bargain purchase gain		—			(2,315	)
Changes in operating assets and liabilities, net of impact of acquisitions:
Trade accounts receivable		(341	)		763
Inventories		(1,023	)		1,199
Prepaid taxes		(116	)		(236	)
Other operating assets		(1,221	)		679
Accounts payable		1,774			471
Other operating liabilities		794			(3,361	)
Net cash provided by operating activities		21,535			15,399
Cash Flows from Investing Activities:
Cash paid for business acquired, net of cash acquired and escrowed amounts		(17,351	)		(20,559	)
Proceeds from the sale of assets		275			11
Purchases of property, plant and equipment		(2,151	)		(1,070	)
Purchases of software		(1,374	)		(651	)
Net cash used in investing activities		(20,601	)		(22,269	)
Cash Flows from Financing Activities:
Borrowings under line of credit		3,940			12,276
Repayments under line of credit		(8,639	)		(7,577	)
Proceeds from issuance of common stock		500			775
Distribution to stockholders		(134,000	)		—
Escrow portion of cash paid for business acquired		(2,500	)		(4,000	)
Additional borrowings of long-term debt		400,824			50,171
Cash paid for deferred financing costs		(827	)		(21	)
Repayment of long-term debt		(258,233	)		(45,967	)
Net cash provided by financing activities		1,065			5,657
Effect of exchange rates on cash		(239	)		60
Increase (decrease) in cash and cash equivalents		1,760			(1,153	)
Cash and cash equivalents at beginning of year		2,764			3,917
Cash and cash equivalents at end of year	$	4,524		$	2,764

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-7

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

NOTE 1—DESCRIPTION OF BUSINESS

        Performance Health Holdings Corp. (formerly known as PHW Holdings, Inc.), a Delaware corporation formed at the direction of Gridiron Capital, LLC ("Gridiron"), was incorporated on October 4, 2012 for the purpose of consummating the acquisition of Performance Health & Wellness Holdings, Inc. ("Predecessor") effective October 11, 2012.

        Performance Health Holdings Corp. (referred to herein as the "Company," which reference shall, unless the context requires otherwise, be deemed to refer to Performance Health Holdings Corp. and all of its 100% owned subsidiaries on a consolidated basis) reports as one operating and reportable segment and manufactures and markets branded healthcare, pain management and fitness products for the U.S. and international rehabilitation, therapy and professional wellness markets.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation and Basis of Presentation

        The consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP) and include management's estimates and assumptions that affect the recorded amounts. References herein to any particular year or quarter refers to periods within the fiscal year ended April 30. For example, fiscal 2015 refers to the fiscal year ended April 30, 2015.

Use of Estimates

        The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. The Company's estimates are based on historical experience, facts and circumstances available at the time and various other assumptions that are believed to be reasonable. Actual results could differ from those estimates.

Business Combinations

        Acquired businesses are accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recorded at their respective fair values at the acquisition date. The fair values and useful lives assigned to each class of assets acquired and liabilities assumed are based on, among other factors, the expected future benefit of the asset, the various characteristics of the asset and projected cash flows. When necessary, the Company consults with external advisors to help determine fair value of assets acquired and liabilities assumed. For separately identifiable intangible assets, the Company determines fair value using acceptable valuation principles (e.g., multiple excess earnings, relief from royalty and cost methods).

        The Company includes the results of operations from the acquisition date in the consolidated financial statements for all businesses acquired. See Note 3 for further discussion.

F-8

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

        The Company considers short-term deposits and highly liquid investments with maturities of three months or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents are stated at cost, which approximates fair value because of the short-term maturity of these instruments. Cash balances may exceed government insured limits in certain jurisdictions.

Accounts Receivable and Allowance for Doubtful Accounts

        The Company extends non-interest bearing trade credit to its customers in the ordinary course of business. The Company conducts business based on periodic evaluations of its customers' financial condition and generally does not require collateral.

        On a regular basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on a combination of specific customer circumstances, credit conditions and historical write-offs and collections. The Company writes off accounts receivable when they are determined to be uncollectible.

Inventories

        Inventories are stated at the lower of cost or market value, where cost is determined by using the first-in, first-out method. The Company reduces inventories for product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) current sales data and historical return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates, and (vi) component and packaging obsolescence.

Deferred Financing Costs

        Included in other assets in the accompanying consolidated balance sheets as of April 30, 2015 and 2014 are deferred financing costs of $1,508 and $1,483, respectively, net of accumulated amortization of $1,444 and $1,166, respectively. Such costs are amortized to interest expense over the terms of the related debt instruments using the effective interest method. Interest expense resulting from the amortization of deferred financing costs was $294 and $319 in fiscal 2015 and fiscal 2014, respectively, not including the $523 and $659 write-off of deferred financing costs in fiscal 2015 and fiscal 2014, respectively, related to the partial prepayment of the Company's Senior Subordinated Promissory Notes. See Note 9 for further discussion.

Derivatives and Hedging Activity

        The Company recognizes derivatives on the accompanying consolidated balance sheets as assets or liabilities measured at fair value. Gains or losses resulting from changes in the value of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. In fiscal 2014, the Company entered into an interest rate cap agreement with a bank. See Note 7 for further discussion. The Company's interest rate cap does not qualify for hedge accounting treatment and as such changes in the fair value of this instrument are recognized currently in earnings.

F-9

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property, Plant and Equipment

        Property, plant and equipment are recorded at cost. Additions and associated interest costs are capitalized. Property, plant and equipment are being depreciated over their estimated useful lives using the straight-line method. Estimated useful lives are as follows:

Building and land improvements	10 - 40 years
Leasehold improvements(1)	5 - 10 years
Machinery and equipment	5 - 20 years

(1)

Depreciated over the shorter of the useful life or lease term.

        Expenditures for maintenance and repairs are charged to operations as incurred. When an asset is sold or otherwise disposed of, the Company removes the cost and associated accumulated depreciation from the accounts and recognizes the resulting gain or loss in the consolidated statements of operations.

Goodwill and Other Intangible Assets

        Goodwill which represents the excess of the purchase price over the fair value of net assets acquired in connection with an acquisition of a business or business combination, is not amortized. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually at the end of the fourth fiscal quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that an impairment may exist. Through probability weighting, the Company uses a combination of discounted projected future earnings or cash flow methods, comparable transactions and multiples of earnings in estimating a reporting unit's fair value.

        When testing goodwill for impairment, the Company first has an option to assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that an impairment exists. Such qualitative factors may include the following: macroeconomic conditions; industry and market considerations; cost factors; overall financial performance; and other relevant entity-specific events. In the event the qualitative assessment indicates that an impairment is more likely than not, the Company would be required to perform a quantitative impairment test.

        Under the quantitative goodwill impairment test, the evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then individual assets (including identifiable intangible assets) and liabilities of the reporting unit are estimated at fair value. The excess of the estimated fair value of the reporting unit over the estimated fair value of its net assets would establish the implied value of goodwill. The excess, if any, of the recorded amount of goodwill over the implied value is then charged to earnings as an impairment loss. Management has determined that the Company has one reporting unit and as such, for the purposes of its impairment test for goodwill, all of its operations, assets and liabilities are allocated to the single reporting unit.

        In assessing the recoverability of indefinite-lived intangible assets, projections regarding estimated discounted future cash flows and other factors are made to determine if impairment has occurred. If

F-10

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the Company concludes that there has been impairment, the Company will write down the carrying value of the asset to its fair value. Each year, the Company evaluates those intangible assets with indefinite lives to determine whether events and circumstances continue to support the indefinite useful lives. When testing indefinite-lived intangible assets for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the fair value of an indefinite-lived intangible asset is less than its carrying amount.

        Finite-lived intangible assets, which are comprised of trademarks, customer contracts and relationships, non-compete agreements, and internal-use software, are stated at cost less accumulated amortization. Amortization, for finite-lived intangible assets, is computed using the straight-line method over estimated useful lives, typically ranging from 5 to 24 years. The reasonableness of the useful lives of these assets is regularly evaluated. See Note 6 for further discussion.

Impairment of Long-Lived Assets

        The Company's long-lived assets primarily consist of property, plant and equipment and finite-lived intangible assets. Property, plant and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances ("triggering events") indicate that the carrying amount of the asset may not be recoverable.

        If a triggering event is determined to have occurred, the asset's carrying value is compared to the future undiscounted cash flows expected to be generated by the asset. If the carrying value exceeds the undiscounted cash flow of the asset, then impairment exists. An impairment loss is measured as the excess of the asset's carrying value over its fair value. The fair value methodology used is an estimate of fair market value and is based on prices of similar assets or other valuation methodologies including present value techniques. Long-lived assets to be disposed of other than by sale are classified as held for use until their disposal. Long-lived assets to be disposed of by sale are classified as held for sale and are reported at the lower of carrying amount or fair market value less cost to sell. Depreciation or amortization is discontinued for long-lived assets classified as held for sale.

Revenue Recognition

        The Company's principal sources of revenue are from sales of its products. These revenues are recognized when there is persuasive evidence of an arrangement providing for the sale of a product, delivery of the product has occurred, the sale price of the product is fixed or determinable and collectability is reasonably assured generally upon shipment. Revenues include shipping and handling costs billed to customers.

        The Company participates in promotional programs with its customers to enhance the sale of its products. The cost of these promotional programs varies based on the actual number of units sold during a finite period of time. These promotional programs consist of direct-to-consumer incentives, such as coupons and temporary price reductions, as well as incentives to the Company's customers, such as allowances for new distribution, including slotting fees, sales growth incentive rebates, cooperative marketing incentives and sampling. Estimates of the costs of these promotional programs

F-11

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

are based on (i) historical sales experience, (ii) the current promotional offering, (iii) forecasted data, (iv) current market conditions, and (v) communication with customer purchasing/marketing personnel.

        The Company records a provision for sales incentives by recording an estimate of such cost as a reduction of net sales, at the time of sale. The underlying assumptions used to estimate the cost of such sales incentives are reviewed on a quarterly basis and, if based on this review, it is probable that a customer will achieve a differing incentive level than previously estimated, an adjustment to the provision is recorded for the revised estimated cost of the incentive.

        For the fiscal years ended April 30, 2015 and 2014, the Company had one major customer who represented approximately 13% of net sales in both periods. At April 30, 2015 and 2014, accounts receivable from this customer represented approximately 8% and 12% of total accounts receivable, respectively.

Shipping and Handling Costs

        Outbound shipping and handling expenses are included in costs of products sold in the accompanying consolidated statements of operations. The Company incurred $3,163 and $2,149 of shipping and handling costs during fiscal 2015 and fiscal 2014, respectively.

Research and Development

        Research and development costs are expensed as incurred and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. The Company incurred $761 and $655 of research and development costs during fiscal 2015 and fiscal 2014, respectively.

Legal and Other Contingencies

        The outcomes of legal proceedings and claims brought against the Company and other loss contingencies are subject to uncertainty. The Company accrues a charge against income when management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. In determining the appropriate accounting for loss contingencies, the Company will consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as management's ability to reasonably estimate the amount of loss. Current information available to the Company is regularly evaluated to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves judgment. See Note 10 for further discussion.

Advertising Costs

        Advertising costs are expensed as incurred. Advertising expenses included in selling, general and administrative expenses in the consolidated statements of operations were $2,338 and $2,368 for fiscal 2015 and fiscal 2014, respectively.

F-12

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Redeemable Common Stock

        The Company has issued shares of non-voting common stock to members of management. Under certain circumstances, the holders of these shares, or their heirs, may require the Company to redeem the shares. For additional information on the Company's redeemable common stock, see Note 11.

Stock-Based Compensation

        The Company's stock-based compensation is measured at fair value on the grant date or date of modification, as applicable using either the Black-Scholes or Monte Carlo models. The Company recognizes compensation expense for service based awards on a straight-line attribution basis over the requisite service period. For performance and market-based awards which also require a service period, the Company uses straight-line expense attribution over the longer of the derived service period or when the performance or market condition is satisfied.

        For additional information on the Company's stock-based compensation plan, see Note 12.

Fair Value Measurements

        GAAP defines a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

        The following valuation techniques are used to measure fair value for assets and liabilities:

Level 1	—	Quoted market prices in active markets for identical assets or liabilities;
Level 2	—	Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs); and
Level 3	—	Unobservable inputs for the asset or liability, which are valued based on management's estimates of assumptions that market participants would use in pricing the asset or liability.

        For additional information on the Company's fair value measurements, see Note 7.

Foreign Currency Translation

        Assets and liabilities of foreign subsidiaries that operate primarily in a currency other than the U.S. dollar are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated using the average exchange rate in effect during the period. The gains and losses from foreign currency translation of these subsidiaries' financial statements are recorded directly as a separate component of stockholders' equity and represent essentially all of the balance under the caption "accumulated other comprehensive income."

F-13

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        For the Company's foreign subsidiaries that operate primarily in the U.S. dollar, all foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at exchange rates in effect at the balance sheet date, and non-monetary assets and related elements of expense are remeasured using historical rates of exchange. Income and expense elements are remeasured into U.S. dollars using average exchange rates in effect during the period.

        Gains and losses from transactions denominated in currencies other than the functional currencies are included in the accompanying consolidated statements of operations in other income (expense).

Income Taxes

        Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for operating losses and tax credit carry forwards. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized based on a cumulative probability analysis. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date.

        Where the Company does not intend to indefinitely reinvest earnings of the Company's foreign subsidiaries, the Company provides for income taxes and foreign withholding taxes, where applicable, on undistributed earnings. The Company does not provide for income taxes on undistributed earnings of its foreign subsidiaries that are intended to be indefinitely reinvested.

        The Company recognizes the benefit of an income tax position only if it is "more likely than not" that the tax position will be sustained. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized based on a cumulative probability analysis. Additionally, the Company recognizes interest and penalties accrued related to unrecognized tax benefits as a component of the provision for income taxes. The current portion of unrecognized tax benefits is included in "Income taxes payable" and the long-term portion is included in "Other liabilities" in the consolidated balance sheets.

Earnings Per Share

        Basic earnings per share is calculated by dividing income available to common stockholders by the weighted-average number of shares outstanding during the reporting period. Diluted earnings per share is calculated by dividing income available to common stockholders by the weighted-average number of common and potential common shares outstanding during the reporting period. Potential common shares, composed of the incremental common shares issuable upon the exercise of stock options, are included in the diluted earnings per share calculation to the extent that they are dilutive.

Recent Accounting Pronouncements

        In July 2015, the Financial Accounting Standards Board (the "FASB") issued ASU-2015-11, Inventory. This update was issued to simplify the application of the principle of lower of cost or market to the carrying value of inventory. Under the new guidance, an entity should measure inventory at the

F-14

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Earlier application is permitted. The adoption of ASU 2015-11 is not expected to have a material impact on the Company's consolidated financial statements.

        In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from that carrying amount of that debt liability, consistent with debt discounts. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of ASU 2015-03 is not expected to have a material impact on the Company's consolidated financial statements.

        In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This amendment states that in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued, when applicable). The amendments in this update are effective for the annual reporting period beginning after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on the Company's consolidated financial statements.

        In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the new guidance does not allow for a performance target that affects vesting to be reflected in estimating the fair value of the award at the grant date. The amendments to this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this update either prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on the Company's consolidated financial statements.

        In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers—Topic 606, which supersedes the revenue recognition requirements in FASB ASC 605. The new guidance primarily states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In 2015 the FASB agreed to allow companies to delay the implementation of this standard for one year effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is

F-15

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

permitted only for periods beginning after December 15, 2016. The Company is evaluating its implementation method and the impact of adopting this prospective guidance on its consolidated financial statements.

NOTE 3—ACQUISITIONS

        The Company accounted for the following immaterial acquisitions as business combinations in accordance with ASC 805, Business Combinations using the acquisition method of accounting. Under the acquisition method of accounting, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed.

        On June 16, 2014, The Hygenic Corporation ("Hygenic"), the Company's wholly-owned subsidiary, completed its acquisition of substantially all of the assets and liabilities of TheraPearl LLC ("TP") for a cash purchase price of $19,851. TP manufactures and sells innovative combination reusable therapy packs used in the treatment of aches and pains. The excess of the purchase price over the net assets acquired was $9,134 and has been recorded as goodwill and represents synergies and economies of scale expected as a result of the acquisition. For income tax reporting purposes, an election was made under Internal Revenue Code Section 338(h)(10) for the acquisition of TheraPearl's common stock. Under this election, the transaction is deemed to be an asset purchase, and accordingly, the tax basis of the assets will equal the purchase price allocated to the assets acquired. Goodwill related to the TP acquisition in the amount of $10,319 will be deductible for income tax reporting purposes. As part of the transaction, $2,500 was set up in an escrow account. The escrow balance is required to be released on the 15-month anniversary following the closing of the transaction. Included in selling, general and administrative expenses in fiscal 2015 are $523 in transaction costs directly related to the acquisition of TP.

        On January 31, 2014, Performance Touch, LLC ("PT"), the Company's wholly-owned subsidiary, completed its acquisition of the assets of Bon Vital, Inc. ("BV") for $11,978 in cash. PT was formed as a subsidiary of Hygenic to acquire BV. BV designs and manufactures natural and organic skin care products for sale to health care practitioners. The excess of the purchase price over the net assets acquired was $4,773 and has been recorded as goodwill and represents synergies and economies of scale expected as a result of the acquisition. Goodwill related to the BV acquisition in the amount of $5,331 will be deductible for income tax reporting purposes. As part of the transaction, $2,000 was set up in an escrow account. The escrow balance was released on the 18-month anniversary following the closing of the transaction. Included in selling, general and administrative expenses in fiscal 2014 are $487 in transaction costs directly related to the acquisition of BV.

        On August 6, 2013, Hygenic completed its acquisition of 100% of the common stock of Cramer Products, Inc. ("Cramer") for $12,672 in cash. Cramer has been a market leader for 95 years designing and selling products to the sports medicine industry. For income tax reporting purposes, an election was made under Internal Revenue Code Section 338(h)(10) for the acquisition of Cramer's common stock. Under this election, the transaction is deemed to be an asset purchase, and accordingly, the tax basis of the assets will equal the purchase price allocated to the assets acquired, except to the extent of the bargain purchase element. The purchase price of this acquisition was less than the fair value of the net assets and liabilities acquired. The Company recorded this difference as a bargain purchase gain, included in other income, of $2,315 in the accompanying consolidated statements of operations for

F-16

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 3—ACQUISITIONS (Continued)

fiscal 2014. This gain was attributable primarily to the fair values assigned to long-lived tangible assets, including land and buildings. As part of the transaction, $2,000 was set up in an escrow account. The escrow balance was released in two payments of $1,000 on the 18 and 24 month anniversaries following the closing of the transaction. Included in selling, general and administrative expenses in fiscal 2014 are $462 in transaction costs directly related to the acquisition of Cramer.

NOTE 4—INVENTORIES

        Inventories are comprised of the following at April 30, 2015 and 2014:

	2015			2014
Raw materials	$	4,425		$	4,841
Work-in-process		388			229
Finished goods		19,612			17,727
		24,425			22,797
Inventory valuation reserves		(1,929	)		(2,977	)
Inventories, net	$	22,496		$	19,820

NOTE 5—PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment are comprised of the following at April 30, 2015 and 2014:

	2015			2014
Machinery and equipment	$	6,992		$	6,865
Buildings and leasehold improvements		7,004			6,958
Land		1,497			1,570
Construction in progress		582			540
		16,075			15,933
Less: Accumulated depreciation		(4,412	)		(3,329	)
Property, plant & equipment, net	$	11,663		$	12,604

        Depreciation expense related to the Company's property, plant and equipment was $2,571 and $2,488 for the years ended April 30, 2015 and 2014, respectively.

NOTE 6—GOODWILL AND INTANGIBLE ASSETS

Goodwill

        The changes in the carrying amount of goodwill are as follows:

Balance, May 1, 2013	$	227,101
Acquisitions		4,773
Balance, April 30, 2014		231,874
Acquisitions		9,134
Balance, April 30, 2015	$	241,008

F-17

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 6—GOODWILL AND INTANGIBLE ASSETS (Continued)

Intangibles

        The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class:

	April 30, 2015
	Acquisition Costs		Accumulated Amortization		Net		Weighted average useful life (years)
Trademark—finite life	$	73,700	$	9,400	$	64,300		20
Tradenames—finite life		1,350		182		1,168		15
Tradename—indefinite life		1,649		—		1,649		*
Customer contract(1)		20,000		5,101		14,899		10
Customer relationships		53,992		5,789		48,203		21
Noncompete agreements		6,930		3,493		3,437		5
Patents		1,270		62		1,208		18
Domain Names—finite life		10		1		9		8
Domain Names—indefinite life		10		—		10		*
Software		2,420		561		1,859		7
	$	161,331	$	24,589	$	136,742		18

*

Not applicable

	April 30, 2014
	Acquisition Costs		Accumulated Amortization		Net		Weighted average useful life (years)
Trademark—finite life	$	73,700	$	5,714	$	67,986		20
Tradenames—finite life		1,350		87		1,263		15
Tradename—indefinite life		680		—		680		*
Customer contract(1)		20,000		3,101		16,899		10
Customer relationships		48,650		2,949		45,701		23
Noncompete agreements		6,820		2,115		4,705		5
Domain Names—finite life		10		—		10		8
Software		1,039		326		713		7
	$	152,249	$	14,292	$	137,957		19

*

Not applicable

(1)

The Company's customer contract relates to a 5-year contract which is being amortized using the straight-line method over an estimated useful life of 10 years. The current contract expires in December 2016. The Company's relationship with the customer began in December 1996 and the contract has been consistently renewed since its inception. The Company believes it has the intent and ability to continue to renew the contract over the term of the asset's life.

        Amortization expense for intangible assets subject to amortization was $10,297 and $9,373 for fiscal 2015 and fiscal 2014, respectively.

F-18

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 6—GOODWILL AND INTANGIBLE ASSETS (Continued)

        The estimated amortization expense for intangible assets for the next five years is as follows:

2016	$	10,498
2017		10,638
2018		9,887
2019		9,234
2020		9,184

NOTE 7—FAIR VALUE MEASUREMENTS

        The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered representative of fair value because of the short-term maturity of these instruments.

        The carrying amounts of the Company's long-term debt approximates fair value, determined using available market information and methodologies requiring judgment, which represents a Level 2 measurement.

        The Company's financial assets and liabilities (including the Company's redeemable common stock, see Note 11) measured on a recurring basis at fair value at April 30, 2015 and April 30, 2014 were as follows:

	April 30, 2015
Asset (Liability)	Level 1		Level 2		Level 3		Total
Interest rate cap agreement	$	—	$	14	$	—	$	14
Redeemable common stock	$	—	$	—	$	5,112	$	5,112

	April 30, 2014
Asset (Liability)	Level 1		Level 2		Level 3		Total
Interest rate cap agreement	$	—	$	154	$	—	$	154
Redeemable common stock	$	—	$	—	$	3,334	$	3,334

        Interest rate cap contracts identical to that held by the Company are sold by financial institutions. The valuation price at any measurement date for a contract with identical terms, exercise price, the expiration date, the settlement date, and notional quantities, as the one the Company holds, is used for determining the fair value.

        The fair value of the redeemable common stock was determined by management. The nature of the material assumptions and estimates considered to determine the fair market value of the redeemable common stock are highly complex and subjective. Given the absence of a public trading market of the Company's common stock, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide: Valuation of Privately-Held-Company Equity Securities issued as Compensation, management exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the redeemable common stock including:

•

the fact that the Company was a private company with illiquid securities;

F-19

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 7—FAIR VALUE MEASUREMENTS (Continued)

•

the Company's historical operating results;

•

the Company's discounted future cash flows, based on the Company's projected operating results;

•

valuations of comparable public companies; and

•

the risk involved in the investment, as related to earnings stability, capital structure, competition and market potential.

        For the contemporaneous valuation of the Company's common stock, management estimated, as of the issuance date, the Company's enterprise value on a continuing operations basis, using probability weighted income and market approaches, as described in the Practice Aid. The income approach utilized the discounted cash flow ("DCF") methodology based on the Company's financial forecasts and projections, as detailed below. The market approach utilized the Guideline Public Company and Guideline Transactions methods, as detailed below.

        For the DCF methodology, the Company prepared annual projections of future cash flows through 2020. Beyond 2020, projected cash flows through the terminal year were projected at long-term sustainable growth rates consistent with long-term inflationary and industry expectations. The Company's projections of future cash flows were based on the Company's estimated net debt-free cash flows and were discounted to the valuation date using a weighted-average cost of capital estimated at 10.5% based on market participant assumptions.

        For the Guideline Public Company and Guideline Transactions methods, the Company identified a group of comparable public companies and recent transactions within the Company's industry. For the comparable companies, the Company estimated market multiples based on trading prices and trailing 12 months EBITDA. These multiples were then applied to the Company's trailing 12 months EBITDA. When selecting comparable companies, consideration was given to industry similarity, their specific products offered, financial data availability and capital structure. For the comparable transactions, the Company estimated market multiples based on prices paid for the related transactions and trailing 12 months EBITDA. These multiples were then applied to the Company's trailing 12 months EBITDA.

        The increases in the Company's redeemable common stock of $1,778 and $1,092 for the years ended April 30, 2015 and 2014, respectively, are attributable to the increase in the fair value of the Company's common stock.

NOTE 8—OTHER ACCRUED CURRENT LIABILITIES

        Other accrued current liabilities are comprised of the following as of April 30, 2015 and 2014:

	2015		2014
Accrued professional fees	$	599	$	235
Accrued marketing costs		269		322
Accrued broker commissions		98		133
Other accrued liabilities		775		647
	$	1,741	$	1,337

F-20

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 9—LONG-TERM OBLIGATIONS

        Long-term debt is as summarized below:

	2015		2014
Term Loan under the First Lien Credit Facility, bearing an interest rate based on either a Base Rate (2.00% floor) or LIBOR Rate (1.00% floor), as specified by the Administrative Borrower, plus an applicable margin of between 3.50% - 4.00% or 4.50% - 5.00%, respectively (depending on senior leverage). At April 30, 2015, the contractual, all in Base Rate was 7.25% and the contractual, all in LIBOR Rate was 6.00%. Principal is paid in quarterly installments of $675 through October 2020 with a balloon payment of $255,825 in 2021.	$	270,000	$	—
Term loan under Second Lien Credit Agreement, bearing an interest rate based on either a Base Rate (2.00% floor) or LIBOR Rate (1.00% floor), as specified by the Administrative Borrower, plus an applicable margin of 7.75% or 8.75%, respectively. At April 30, 2015, the contractual, all in Base Rate was 11.00% and the contractual, all in LIBOR Rate was 9.75%. The balloon payment is due in 2021.		120,000		—
Revolving line of credit under the First Lien Credit Facility, bearing the same interest rate as the term loan, provides for maximum borrowings of $15,000, and expires in October 2019. A commitment fee of 0.5% per annum is payable on the unused portion of the line.		—		—
Term loan, bearing an interest rate based on either a Base Rate (2.25% floor) or LIBOR Rate (1.25% floor), as specified by the Administrative Borrower, plus an applicable margin of 3.75% or 4.75%, respectively. At April 30, 2014, the contractual, all in Base Rate was 7% and the contractual, all in LIBOR Rate was 6%. Principal to be paid in quarterly installments of $542 through October 2018 with a balloon payment of $193,900. A total of $4,250 and $3,000 in voluntary prepayments were made in fiscal 2014 and fiscal 2013 respectively.		—		201,495
Revolving line of credit, bearing the same interest rate as the term loan, provides for maximum borrowings of $13,000 and expires in October 2017. A commitment fee of 0.5% per annum is payable on the unused portion of the line.		—		4,699
Senior Subordinated Promissory Notes ("Notes"), bearing a fixed interest rate of 13.0% per annum (12% cash and 1% payment-in-kind) and maturing in their entirety in April 2019.		—		41,169
Total debt		390,000		247,363
Less current maturities		2,700		6,719
Less OID		6,458		3,399
Long-term debt, net of current portion	$	380,842	$	237,245

F-21

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 9—LONG-TERM OBLIGATIONS (Continued)

        In fiscal 2014, in connection with the Cramer and BV acquisitions, the credit agreement was amended to, among other things, increase the outstanding borrowings under the term loan by $10,000 and $40,857, respectively. The increased term loan borrowings related to the BV acquisition were utilized to pay down $40,000 of the outstanding Notes. As a result of the amendment and the partial prepayment of the Notes, the Company incurred a loss on the extinguishment of debt of $1,664 in fiscal 2014 which resulted from the write-off of unamortized debt issuance costs of $659, unamortized OID of $205 and the payment of a prepayment fee of $800. In fiscal 2015, the credit agreement was further amended to provide $15,000 in borrowings to fund the TP acquisition.

        On February 27, 2015, Hygenic entered into an amended and restated credit agreement ("First Lien Credit Facility") and Second Lien Credit Agreement (collectively the "Credit Agreements") providing total term loan proceeds of $390,000. The previous $13,000 revolving credit facility was replaced with a $15,000 facility. Proceeds from the Credit Agreements were used to redeem the Notes, repay the then outstanding term loan and revolving line of credit borrowings and make a distribution to the Company's stockholders, see Note 10. As a result of the refinancing, the Company incurred a loss on the extinguishment of debt of $1,034 in fiscal 2015 which resulted from the write-off of unamortized debt issuance costs of $523 and the write-off of unamortized original issue discount of $511.

        The Notes provided for a prepayment fee of 3.0% on any prepayment made on or prior to the first year anniversary date of October 11, 2012, 2.0% after the first anniversary date but prior to the second anniversary date, and 0.0% after the second anniversary date. The Second Lien Credit Agreement provides for a prepayment fee of 3.0% on any prepayment made on or prior to the first year anniversary date of February 27, 2015, 2.0% after the first anniversary date but on or prior to the second anniversary date, 1.0% on any prepayment made after the second anniversary date but on or prior to the third anniversary date, subject to exceptions for the prepayment made from the proceeds of a qualified initial public offering. There are no prepayment fees for borrowings under the First Lien Credit Agreement.

        The borrowings under the Credit Agreements are guaranteed by Performance Health Holdings Corp. and each of the Company's domestic subsidiaries. The obligations under the First Lien Credit Facility are secured by a first priority perfected lien in favor of the agent on substantially all of the Company's assets and the assets of the Company's domestic subsidiaries and on 65% of the voting stock and 100% of the non-voting stock the Company holds in the Company's first tier foreign subsidiaries. The obligations under the Second Lien Credit Facility are secured by a second priority perfected lien (or first priority if the First Lien Credit Facility obligations have been discharged) in favor of the agent on substantially all of the Company's assets and the assets of the Company's domestic subsidiaries and on 65% of the voting stock and 100% of the non-voting stock the Company holds in its first tier foreign subsidiaries.

        The Credit Agreements contain numerous affirmative and negative covenants including, but not limited to, the maintenance of certain fixed charge coverage ratios. The Company was in compliance with all covenants as of April 30, 2015.

F-22

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 9—LONG-TERM OBLIGATIONS (Continued)

        The following is a schedule of maturities of all long-term obligations:

2016	$	2,700
2017		2,700
2018		2,700
2019		2,700
2020		2,700
Thereafter		376,500
	$	390,000

        The Company made interest payments of $20,036 and $19,670 during fiscal 2015 and fiscal 2014, respectively. As of April 30, 2015 and 2014, the Company paid in deferred financing costs of $1,508 and $1,483, respectively.

        The Company has an interest rate cap with a bank to mitigate interest rate risk with respect to certain portions of the variable rate term loan debt. The interest rate cap is at 1.5% on a notional amount of $78,200 and expires on June 30, 2016. The fair value of the interest rate cap was $14 and $154 at April 30, 2015 and 2014, respectively, and is included in prepaid expenses and other in the accompanying consolidated balance sheets.

NOTE 10—COMMITMENTS AND CONTINGENCIES

Operating Leases

        The Company uses various leased facilities and equipment in the Company's operations. The terms for these leased assets vary depending on the lease agreement. Net rental expense under operating leases was $333 and $171 for 2015 and 2014, respectively.

        At April 30, 2015, future minimum payments under non-cancelable operating leases were as follows over each of the next five years and thereafter:

	Operating Leases
2016	$	263
2017		199
2018		132
2019		103
2020		27
Thereafter		40
Total minimum payments	$	764

Legal Matters

        The Company is subject to various pending and threatened legal proceedings arising in the ordinary course of business. Although the Company cannot precisely predict the amount of any liability

F-23

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 10—COMMITMENTS AND CONTINGENCIES (Continued)

that may ultimately arise with respect to any of these matters, the Company records provisions when it considers the liability probable and reasonably estimable. The Company's provisions are based on historical experience and legal advice, reviewed quarterly and adjusted according to developments. Estimating probable losses requires the analysis of multiple forecasted factors that often depend on judgments about potential actions by third parties, such as regulators, courts, and state and federal legislatures. Changes in the amounts of the Company's loss provisions, which can be material, affect the Company's financial condition. Due to the inherent uncertainties in the process undertaken to estimate potential losses, the Company is unable to estimate an additional range of loss in excess of the Company's accruals. While it is reasonably possible that such excess liabilities, if they were to occur, could be material to operating results in any given quarter or year of their recognition, the Company does not believe that it is reasonably possible that such excess liabilities would have a material adverse effect on the Company's long-term results of operations, liquidity or consolidated financial position.

NOTE 11—REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY

Common Stock

        As of April 30, 2015 and 2014, the Company has authorized 1,000,000 shares of voting common stock having a par value of $0.0001 per share, and 1,000,000 shares of non-voting common stock having a par value of $0.0001 per share, of which 652,875 and 692,274, respectively, were issued and outstanding on April 30, 2015, and 652,875 and 689,173, respectively, were issued and outstanding on April 30, 2014. There are restrictions on the transfer of all shares of common stock, pursuant to the terms of a stockholders' agreement.

        As more fully discussed below, per the stockholders' agreement, certain management stockholders, have a put right with respect to non-voting common shares acquired or received as consideration for either the original acquisition of the Predecessor or for consideration in subsequent acquisitions. Collectively, the shares subject to the put right are known as the "Rollover Shares." In addition, the Company has a call right with respect to certain non-voting common shares acquired by members of management at fair value and on future purchases of non-voting common shares acquired in conjunction with the Company's 2012 Equity Incentive Plan. See Note 12 for further discussion. Collectively, the shares subject to the call right are known as the "Purchased Management Shares."

Call Right on Purchased Management Shares

        In the event of a termination due to death, disability, by the Company without cause, or by the manager, the Company has the option within 120 days of termination to purchase the Purchased Management Shares at fair market value. In the event the Company terminates the manager's employment for cause, the Company has the option within 120 days of termination to purchase the Purchased Management Shares at the lower of then fair market value of the shares or the price paid by the manager to acquire the shares.

Put Right on Rollover Shares

        In the event of a termination, other than for cause, the holders of the Rollover Shares shall have the right to require the Company, upon 30 days prior notice, to repurchase all or any portion of the

F-24

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 11—REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (Continued)

Rollover Shares on a date that is less than 120 days following after such manager ceases to be employed by the Company. The purchase price per share for each such Rollover Shares shall be equal to the fair market value of a share of common stock, determined as of the date as of which such put right is exercised.

        As the events triggering a possible redemption are outside the control of the Company and they are probable of becoming redeemable, the Company classifies the shares and their related redemption value outside of permanent stockholders' equity. Upon the consummation of an initial public offering, the rollover shares become voting common stock, at which time the requirement for the Company to repurchase the former rollover shares under the put right terminates. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against retained earnings, or in absence of retained earnings, against additional paid in capital.

        Non-voting common stock subject to redemption is reflected in temporary equity at estimated redemption values of $5,112 and $3,334 at April 30, 2015 and 2014, respectively.

Summary

        During fiscal 2015 and fiscal 2014, 3,101 and 7,628 shares of non-voting common stock were issued for a total price of $500 and $775, to employees of the Company, respectively. All shares were paid for in cash.

        Common stock outstanding at April 30 is as follows:

	2015		2014
Common stock subject to redemption		39,399		36,298
Common stock not subject to redemption		1,305,750		1,305,750
		1,345,149		1,342,048

Distribution to Stockholders

        In February 2015, $134,000 of the net cash proceeds from the Credit Agreements were used to make a distribution to the Company's stockholders. The Credit Agreements place certain restrictions on the payment of future dividends and the making of other distributions to stockholders on all sources of income and retained earnings.

NOTE 12—STOCK-BASED COMPENSATION

        In connection with the acquisition of the Predecessor, the Company adopted the Performance Health Holdings Corp. 2012 Equity Incentive Plan (the "2012 Option Plan"), which was established to provide management and other employees and service providers the opportunity to acquire an ownership interest in the Company. An aggregate of 107,823 shares of non-voting common stock are reserved for issuance pursuant to the 2012 Option Plan. Shares issued under the 2012 Option Plan may be authorized but unissued shares or previously issued shares acquired by the Company. Options granted have a term of no greater than ten years from the date of grant and vest in accordance with a schedule determined at the time the option is granted, generally three to five years. The time-based

F-25

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 12—STOCK-BASED COMPENSATION (Continued)

option awards provide for accelerated vesting in the event of a change in control, as defined in the 2012 Option Plan. Termination of employment or service, as applicable, prior to vesting will result in forfeiture of the unvested stock options. Vested stock options will remain exercisable by an employee or other service provider after termination, subject to the terms of the 2012 Option Plan.

        Options awarded under the 2012 Option Plan vest based on the passage of time ("time vesting"), the performance of a certain event ("performance vesting"), the attainment of a market condition ("market vesting"), or a combination of the preceding, as defined in the stock option agreements. Awards may require one or multiple conditions for vesting. Options with performance or market-based conditions are generally subject to a required service period along with the performance or market conditions. The Company may, at its own discretion, accelerate the vesting or exercisability of an award. Options have an exercise price equal to the fair value of the Company's common stock at the time of grant. The stock option agreements provide for restrictions on the exercise and transfer of options.

        A total of 107,823 and 106,500 options were outstanding under the 2012 Option Plan at April 30, 2015 and 2014, respectively, of which 43,289 and 42,600 were considered time vesting options for each respective year-end.

        Stock-based compensation cost is measured at grant date, based on the estimated fair value of the award. For time vesting options, stock-based compensation expense is recognized over the awards' requisite service period using the straight-line attribution method, less an estimate for expected forfeitures. For performance vesting options, compensation expense is recognized when achievement of the performance condition is deemed probable. For performance and market based awards which also require a service period, the Company uses straight-line expense attribution over the longer of the derived service period or when the performance or market condition is satisfied. The Company's performance-based options also contain a market-based condition necessary for vesting. Since the performance condition is currently not deemed probable, no compensation expense has been recognized with respect to these options for the years ended April 30, 2015 and 2014. The Company uses the Black-Scholes valuation model, or, in the case of awards with market-based conditions, a Monte Carlo valuation model, to determine the fair value of stock options. The Black-Scholes valuation model includes various assumptions, including the expected volatility, the expected term of the award, dividend yield, and the risk-free interest rate.

        The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the weighted average assumptions noted in the table below. Expected volatilities are based on comparable companies. The Company uses appropriate historical data, as well as current data, to estimate option exercise and employee termination behaviors. The expected terms of the options granted was estimated using the simplified method as the Company is a privately-held company with no exercise history. The risk-free rate represents the yield on U.S. Treasury bonds with a maturity equal to the expected term of the granted options. The expected dividend yield reflects the Company's current and expected future policy for dividends on the Company's common stock.

	2015			2014
Fair value per share of underlying shares	$	120		$	67
Expected volatility of underlying stock		47.0	%		51.8	%
Risk-free interest rate		1.76	%		2.03	%
Expected term (years)		6.5			6.5
Expected dividend yield		none			none

F-26

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 12—STOCK-BASED COMPENSATION (Continued)

        Based on the Company's evaluation of historical forfeitures and expectations regarding future employee turnover the Company has chosen to use an expected annual forfeiture rate of 3.0% for the recognition of stock compensation expense.

        These assumptions involve inherent uncertainties based on market conditions which are generally outside the Company's control. Changes in these assumptions could have a material impact on stock-based compensation costs recognized in the consolidated financial statements.

        The weighted average fair value for service-based options granted was $41.25 and $28.52 for options granted during fiscal 2015 and fiscal 2014, respectively.

        Summarized below is stock option activity for the time-based awards for 2015 and 2014:

	Awards			Weighted- Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (yrs.)
Outstanding at May 1, 2013		34,600			10.00
Granted		8,400			10.00
Exercised		—			—
Forfeited, expired or repurchased		(400	)		10.00
Outstanding at April 30, 2014		42,600			10.00
Granted		2,129			175.08
Exercised		—			—
Forfeited, expired or repurchased		(1,440	)		10.00
Outstanding at April 30, 2015		43,289			18.12	$	5,117		7.8
Vested and expected to vest at April 30, 2015		40,501			17.45	$	4,805		7.8
Exercisable at April 30, 2015		14,784			10.00		1,826		7.6

        Summarized below is stock option activity for the performance-based awards for fiscal 2015 and fiscal 2014:

	Awards			Weighted- Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (yrs.)
Outstanding at May 1, 2013		51,900			10.00
Granted		12,600			10.00
Exercised		—			—
Forfeited, expired or repurchased		(600	)		10.00
Outstanding at April 30, 2014		63,900			10.00
Granted		3,194			175.08
Exercised		—			—
Forfeited, expired or repurchased		(2,560	)		10.00
Outstanding at April 30, 2015		64,534			18.17	$	7,626		7.8

F-27

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 12—STOCK-BASED COMPENSATION (Continued)

        The Company has certain repurchase options with respect to shares issued through exercise of stock options. See Note 11.

        The total amount of non-cash compensation expense recognized and reflected in selling, general and administrative expenses in the accompanying consolidated statements of operations for the years ended April 30, 2015 and 2014 was $1,341 and $356 respectively. Included in non-cash compensation expense for the year ended April 30, 2014 is $232 in stock-based compensation expense related to the sale of 6,628 shares of non-voting common stock to certain members of management at a purchase price below the fair value of the shares.

        At April 30, 2015, the total amount of unrecognized compensation expense related to awards with time vesting was $1,775. This amount is expected to be recognized in compensation expense over a weighted average period of 2.8 years.

        In fiscal 2015, based on the distribution to stockholders described in Note 11, the Company reduced the exercise price of all options issued prior to March 20, 2015 by $90. As a result of this modification, the Company recognized incremental compensation cost of $1,185 during the year ended April 30, 2015.

NOTE 13—COMPUTATION OF EARNINGS PER SHARE

        Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding plus the effect of potentially dilutive common shares outstanding during the period using the treasury stock method, which includes stock options. The following table sets forth the computation of basic and diluted earnings per share:

	For Fiscal Year Ended April 30,
	2015		2014
Net Income	$	6,890	$	2,629
Basic weighted average common shares outstanding		1,344,749		1,337,220
Effect of potentially dilutive options		6,823		—
Diluted weighted average common shares outstanding		1,351,572		1,337,220
Earnings per common share:
Basic	$	5.12	$	1.97
Diluted	$	5.10	$	1.97

        Additionally, for fiscal 2015 and fiscal 2014 there were 1,600 and 42,600 shares attributable to outstanding stock-based awards that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

F-28

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 14—OTHER COMPREHENSIVE INCOME

        The table below presents accumulated other comprehensive income (loss) ("AOCI"), which affects equity and results from recognized transactions and other economic events, other than transactions with owners in their capacity as owners.

        OCI consisted of the following at April 30, 2015 and 2014:

	2015			2014
Components of Accumulated Other Comprehensive (Loss) Income:
Cumulative translation adjustment	$	(935	)	$	149
Accumulated other comprehensive (loss) income, net of tax	$	(935	)	$	149

NOTE 15—SUPPLEMENTAL CASH FLOW INFORMATION

	Year Ended April 30,
	2015		2014
Cash paid for interest	$	20,036	$	19,670
Cash paid for income taxes		10,488		2,970
Unpaid purchases of property and equipment	$	147	$	73

NOTE 16—GEOGRAPHIC AND PRODUCT GROUP INFORMATION

        The Company has determined that it conducts business within one operating and reportable segment that has six facilities worldwide including corporate offices, sales and marketing, new product development, manufacturing, warehousing and distribution. The Company has commercial operations based in the U.S., Europe, Latin America, Asia Pacific and Africa.

        The following table provides net sales for the year ended April 30, 2015 and 2014 by geography:

	2015		2014
Net Sales by Geography
United States	$	118,508	$	92,112
International		27,686		23,650
Total Net Sales	$	146,194	$	115,762

F-29

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 16—GEOGRAPHIC AND PRODUCT GROUP INFORMATION (Continued)

        The following table provides net sales for the year ended April 30, 2015 and 2014 by product group:

	2015		2014
Net Sales by Product Group
Topical(1)	$	55,811	$	44,661
Rehabilitation(2)		36,353		34,444
Performance(3)		32,801		13,927
Specialty(4)		21,229		22,730
Total Net Sales	$	146,194	$	115,762

(1)

Topical products include gels, creams, lotions, balms, oils and sprays applied to the skin for pain relief, recovery and renewal, sold under the Biofreeze, Perform, Bon Vital and Cramer brands.

(2)

Rehabilitation products include resistance bands, tubes, exercise balls and specialty products used during rehabilitation and fitness to improve strength, stability and range of motion and are primarily sold under the TheraBand brand.

(3)

Performance products include hot and cold packs, braces, athletic and kinesiology tapes and other products used to prevent or treat injuries, relieve pain, reduce inflammation, provide support and enable individuals to return faster to activity and performance and are sold under the Cramer, TheraPearl and TheraBand brands.

(4)

Specialty products include innovative, custom-designed products addressing unique challenges for dental, healthcare and industrial companies sold under the Hygenic brand and non-branded custom elastomeric solutions.

        The following table provides total net property, plant and equipment and total assets by geography as of April 30, 2015 and 2014:

	2015		2014
Property, plant and equipment, net
United States	$	9,917	$	10,186
International		1,746		2,418
Total Property, plant and equipment, net	$	11,663	$	12,604
Total Assets
United States	$	437,919	$	422,148
International		5,275		6,746
Total Assets	$	443,194	$	428,894

F-30

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 17—INCOME TAXES

        Income from operations before income taxes consists of the following:

	Year Ended April 30,
	2015		2014
United States	$	11,214	$	7,111
Foreign		1,035		(936	)
	$	12,249	$	6,175

        The provision (benefit) for income taxes consists of the following:

	Year Ended April 30,
	2015			2014
Current
Federal	$	5,560		$	2,633
State		974			445
Foreign		958			133
Total current		7,492			3,211
Deferred
Federal		(2,574	)		(3,366	)
State		526			3,702
Foreign		(85	)		(1	)
Total deferred		(2,133	)		335
Total provision for income taxes	$	5,359		$	3,546

F-31

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 17—INCOME TAXES (Continued)

        The principal components of the Company's deferred tax balances are as follows:

	Year Ended April 30,
	2015			2014
Deferred Tax Assets:
Allowance for doubtful accounts and sales returns	$	186		$	102
Inventory		775			855
State net operating loss carryforwards		97			194
Accrued liabilities		513			139
Stock-based compensation		690			183
Prepaid interest rate cap		149			—
Federal benefit of uncertain tax positions		174			95
Other		21			35
Total deferred tax assets		2,605			1,603
Deferred Tax Liabilities:
Property and equipment		(1,402	)		(1,669	)
Intangible assets		(42,115	)		(42,845	)
Other		(289	)		(422	)
Total deferred tax liabilities		(43,806	)		(44,936	)
Net deferred tax liability	$	(41,201	)	$	(43,333	)

        At April 30, 2015 and 2014, current deferred tax assets were $1,501 and $1,096 and current deferred tax liabilities were ($289) and ($422), respectively. Also, at April 30, 2015 and 2014, non-current deferred tax assets were $1,104 and $507 and non-current deferred tax liabilities were ($43,517) and ($44,514), respectively.

        A reconciliation of the effective tax rate compared to the statutory U.S. federal tax rate is as follows:

	Year Ended April 30,
	2015						2014
				%						%
Income tax provision at statutory rate	$	4,287			35.0	%	$	2,161			35.0	%
Domestic production activities deduction		(407	)		(3.3	)		(242	)		(3.9	)
Nontaxable bargain purchase gain		—			—			(795	)		(12.9	)
State income taxes, net of federal income tax benefit		332			2.7			46			0.7
Increase in net deferred tax liability resulting from a change in the effective state tax rate		459			3.7			2,500			40.5
Foreign tax (benefit) provision		435			3.6			—			0.0
Uncertain tax positions		203			1.7			165			2.7
Return to provision adjustments		(107	)		(0.9	)		(343	)		(5.6	)
Other		157			1.3			54			0.9
Total provision for income taxes	$	5,359			43.8	%	$	3,546			57.4	%

F-32

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 17—INCOME TAXES (Continued)

        Gross unrecognized tax benefits are as follows:

	Year Ended April 30,
	2015		2014
Balance—beginning of year	$	252	$	76
Additions based on tax positions related to the current year		225		176
Balance—end of year	$	477	$	252

        The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $310 and $164 at April 30, 2015 and April 30, 2014, respectively. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. The Company recognized $58 and $54 of interest and penalties related to uncertain tax positions for the years ended April 30, 2015 and April 30, 2014, respectively. The Company has accrued $139 and $81 for the payment of interest and penalties as of April 30, 2015 and April 30, 2014, respectively. The Company does not anticipate any events or circumstances that would cause a significant change to these uncertainties during 2016. The Company is subject to taxation in the United States and various state and foreign jurisdictions and is generally open to examination from the year ended April 30, 2012 forward.

        The Company has state and local net operating loss carryforwards available of $3,381 and $8,018 as of April 30, 2015 and April 30, 2014, respectively, expiring in various years from 2016 through 2034. The Company has not provided a valuation allowance on the state and local net operating loss carryforwards as management believes it is more likely than not that the Company will be able to utilize the carryforwards prior to expiration.

        The Company does not provide for United States income taxes on the outside basis difference in its investment in HCM-Hygenic Corporation (Malaysia) SDN BDH, a wholly-owned foreign subsidiary. The undistributed earnings are indefinitely reinvested in operations outside of the United States. The cumulative basis difference upon which United States income taxes have not been provided is approximately $3,700 and $2,900, as of April 30, 2015 and 2014, respectively. The amount of unrecognized deferred tax liability related to the basis difference is estimated to be $1,300 and $1,000 as of April 30, 2015 and 2014, respectively. The calculation of the unrecognized deferred tax liability excludes any potential U.S. tax benefit associated with a corresponding foreign tax credit.

        Beginning November 1, 2013, the Company initiated a process to liquidate its Germany affiliate, Performance Health GmbH i.L. The liquidation process is ongoing and is expected to be completed by the end of December 2015. As a result of the liquidation, all remaining operating assets of the company have been transferred to Hygenic Corporation. A non-recurring tax accrual of approximately $600 has been accounted for in recognition of the German corporate, trade and solidarity surcharge taxes associated with the exportation of appreciated intangible assets. The tax accrual is included in foreign tax expense for the Company's fiscal year ended April 30, 2015.

F-33

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 18—SAVINGS PLANS

        The Company sponsors 401(k) profit sharing plans covering substantially all full-time employees under either the Hygenic, Cramer or TP plans (collectively the "Plans"). The Company contributions to the Plans are at the discretion of the board of directors. Participants' non-forfeitable interest in Company contributions increases with each year of completed service. Currently, participants in the Hygenic plan become fully vested in Company contributions upon two years of completed service, while the participants in the Cramer and TP plans vest based on the following years of credited service schedule:

Years	Vested %
2		20	%
3		40	%
4		60	%
5		80	%
6 or more		100	%

        Matching contributions to the Plans were $481 and $346 for 2015 and 2014, respectively.

NOTE 19—RELATED PARTY TRANSACTIONS

        In accordance with the management agreement between the Company and Gridiron, the majority stockholder of the Company, the Company is obligated, through December 31, 2022, to pay advisory fees of $1,000 per annum. In addition, the Company is obligated to pay transaction fees of 1% of the gross purchase price related to the consummation of a material financing or business acquisition. The Company incurred $1,000 in advisory fees for both fiscal 2015 and fiscal 2014. Transaction related fees paid to Gridiron were $1,715 and $250 for fiscal 2015 and fiscal 2014, respectively. The Company reimbursed expenses to Gridiron in the amount of $119 and $52 for fiscal 2015 and fiscal 2014, respectively. In February 2015, the Company made a $134,000 distribution to the stockholders of which, Gridiron received $60,468.

NOTE 20—SUBSEQUENT EVENTS

        The Company evaluated its financial statements for subsequent events through September 11, 2015, the date that the financial statements were available to be issued. No reportable events have occurred.

F-34

PERFORMANCE HEALTH HOLDINGS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)

	January 31, 2016			April 30, 2015
ASSETS
Current Assets:
Cash and cash equivalents	$	8,525		$	4,524
Trade accounts receivable, net of allowance of $413 and $231 at January 31, 2016 and April 30, 2015, respectively		20,035			19,015
Inventories, net		25,891			22,496
Prepaid taxes		1,284			352
Income taxes receivable		2,813			2,470
Deferred income taxes		1,212			1,212
Prepaid expenses and other		4,012			1,987
Total current assets		63,772			52,056
Property, plant and equipment, net		12,151			11,663
Goodwill		241,008			241,008
Intangible assets, net		130,212			136,742
Other assets		1,434			1,725
Total assets	$	448,577		$	443,194
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Revolving line of credit	$	—		$	—
Current portion of long-term debt		2,700			2,700
Accounts payable		5,747			7,599
Accrued payroll, incentives, and related benefits		3,065			2,947
Income taxes payable		544			242
Other accrued current liabilities		5,499			1,741
Total current liabilities		17,555			15,229
Other liabilities		616			616
Deferred income taxes		42,424			42,413
Long-term debt		379,565			380,842
Total liabilities		440,160			439,100
Redeemable common stock		6,231			5,112
Stockholders' Equity (Deficit):
Common stock—voting authorized, 1,000,000, issued and outstanding 652,875 at January 31, 2016 and April 30, 2015		—			—
Common stock—non-voting authorized, 1,000,000, issued and outstanding 687,274 and 692,274 at January 31, 2016 and April 30, 2015, respectively		—			—
Additional paid-in capital		852			1,224
Accumulated equity (deficit)		3,265			(1,307	)
Accumulated other comprehensive loss		(1,931	)		(935	)
Total stockholders' equity (deficit)		2,186			(1,018	)
Total liabilities, redeemable common stock and stockholders' equity	$	448,577		$	443,194

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-35

PERFORMANCE HEALTH HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars in thousands, except share and per share data)

	For the Nine Months Ended January 31,
	2016			2015
Net sales	$	117,675		$	109,878
Cost of products sold		46,763			45,662
Gross profit		70,912			64,216
Selling, general and administrative expenses		39,675			35,270
Income from operations		31,237			28,946
Other income (expense):
Interest expense, net		(22,382	)		(14,373	)
Other, net		27			—
Total other income (expense)		(22,355	)		(14,373	)
Income before income taxes		8,882			14,573
Provision for income taxes		3,191			5,930
Net income	$	5,691		$	8,643
Per share information:
Net income per share:
Basic	$	4.23		$	6.43
Diluted	$	4.18		$	6.41
Weighted average shares outstanding:
Basic		1,345,058			1,344,621
Diluted		1,362,602			1,347,733

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-36

PERFORMANCE HEALTH HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands)

	For the Nine Months Ended January 31,
	2016			2015
Comprehensive Income:
Net income	$	5,691		$	8,643
Other comprehensive loss
Foreign currency translation adjustments		(996	)		(1,165	)
Total comprehensive income	$	4,695		$	7,478

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-37

PERFORMANCE HEALTH HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENT OF REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

(UNAUDITED)

For the Nine Months Ended January 31, 2016
(Dollars in thousands)

					Stockholders' Equity (Deficit)
	Redeemable Common Stock
					Common Stock											Accumulated Other Comprehensive Loss
										Additional Paid-In Capital			Accumulated (Deficit) Equity
	Shares		Amount		Shares			Amount											Total
Balance at April 30, 2015		22,420	$	5,112		1,345,149		$	—	$	1,224		$	(1,307	)	$	(935	)	$	(1,018	)
Net income		—		—		—			—		—			5,691			—			5,691
Foreign currency translation adjustment		—		—		—			—		—			—			(996	)		(996	)
Adjustment to redemption value		—		1,119		—			—		—			(1,119	)		—			(1,119	)
Common stock repurchased		—		—		(5,000	)		—		(854	)		—			—			(854	)
Stock options settled		—		—		—			—		(32	)		—			—			(32	)
Stock-based compensation		—		—		—			—		514			—			—			514
Balance at January 31, 2016		22,420	$	6,231		1,340,149		$	—	$	852		$	3,265		$	(1,931	)	$	2,186

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-38

PERFORMANCE HEALTH HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

	For the Nine Months Ended January 31,
	2016			2015
Cash Flows from Operating Activities:
Net income	$	5,691		$	8,643
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,977			9,647
Deferred income taxes		1			(578	)
Amortization of deferred financing costs and original issue discount ("OID")		933			447
Stock-based compensation expense		514			117
Non-cash interest expense		—			314
Loss on the disposal of assets		32			217
Changes in operating assets and liabilities, net of impact of acquisitions:
Trade accounts receivable		(1,472	)		274
Inventories		(3,529	)		365
Prepaid taxes		(931	)		(286	)
Other operating assets		(2,376	)		(275	)
Accounts payable		(1,813	)		(532	)
Other operating liabilities		4,218			71
Net cash provided by operating activities		10,245			18,424
Cash Flows from Investing Activities:
Cash paid for business acquired, net of cash acquired and escrowed amounts		—			(17,346	)
Purchases of property, plant and equipment		(1,946	)		(1,696	)
Purchases of software		(1,235	)		(775	)
Net cash used in investing activities		(3,181	)		(19,817	)
Cash Flows from Financing Activities:
Borrowings under line of credit		4,000			3,940
Repayments under line of credit		(4,000	)		(8,639	)
Proceeds from issuance of common stock		—			500
Common stock repurchased		(854	)		—
Stock options settled		(32	)		—
Escrow portion of cash paid for business acquired		—			(2,500	)
Additional borrowings of long-term debt		—			15,000
Repayment of long-term debt		(2,025	)		(1,628	)
Net cash (used in) provided by financing activities		(2,911	)		6,673
Effect of exchange rates on cash		(152	)		(163	)
Increase in cash and cash equivalents		4,001			5,117
Cash and cash equivalents at beginning of year		4,524			2,764
Cash and cash equivalents at end of period	$	8,525		$	7,881

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-39

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

NOTE 1—BASIS OF PRESENTATION

        The accompanying unaudited interim financial statements of Performance Health Holdings Corp. (referred to herein as the "Company", which reference shall, unless the context requires otherwise, be deemed to refer to Performance Health Holdings Corp. and all of its 100% owned subsidiaries on a consolidated basis) have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information. In the opinion of management, the accompanying financial statements of the Company, include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the consolidated financial statements) considered necessary to present fairly the Company's financial position, results of operations and cash flows for all periods presented. Operating results for the nine months ended January 31, 2016 are not necessarily indicative of the results that may be expected for the year ending April 30, 2016. The interim financial statements, presented herein, do not contain the required disclosures under U.S. GAAP for annual financial statements. The accompanying unaudited interim financial statements should be read in conjunction with the annual audited condensed consolidated financial statements and related notes as of and for the year ended April 30, 2015.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

        The consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. The consolidated financial statements have been prepared in conformity with U.S. GAAP and include management's estimates and assumptions that affect the recorded amounts. References herein to any particular year or quarter refers to periods within the fiscal year ended April 30. For example, fiscal 2015 refers to the fiscal year ended April 30, 2015 and third quarter of fiscal 2016 refers to the quarter ended January 31, 2016.

Use of Estimates

        The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. The Company's estimates are based on historical experience, facts and circumstances available at the time and various other assumptions that are believed to be reasonable. Actual results could differ from those estimates.

Business Combinations

        Acquired businesses are accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recorded at their respective fair values at the acquisition date. The fair values and useful lives assigned to each class of assets acquired and liabilities assumed are based on, among other factors, the expected future benefit of the asset, the various characteristics of the asset and projected cash flows. When necessary, the Company consults with external advisors to help determine fair value of assets acquired and liabilities assumed. For separately identifiable intangible assets, the Company determines fair value using acceptable valuation principles (e.g., multiple excess earnings, relief from royalty and cost methods).

F-40

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company includes the results of operations from the acquisition date in the consolidated financial statements for all businesses acquired. Refer to Note 3 for further discussion.

Derivatives and Hedging Activity

        The Company recognizes derivatives on the accompanying consolidated balance sheets as assets or liabilities measured at fair value. Gains or losses resulting from changes in the value of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The Company has an interest rate cap agreement with a bank. Refer to Note 7 for further discussion. The Company's interest rate cap does not qualify for hedge accounting treatment and as such changes in the fair value of this instrument are recognized currently in earnings.

Fair Value Measurements

        U.S. GAAP defines a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

        The following valuation techniques are used to measure fair value for assets and liabilities:

Level 1	—	Quoted market prices in active markets for identical assets or liabilities;
Level 2	—	Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs); and
Level 3	—	Unobservable inputs for the asset or liability, which are valued based on management's estimates of assumptions that market participants would use in pricing the asset or liability.

        For additional information on the Company's fair value measurements, refer to Note 7.

Recent Accounting Pronouncements

        In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases. The standard update requires lessees to recognize a right-of-use asset and a lease liability for virtually all leases. The liability will be equal to the present value of lease payments, and the asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, leases will be classified as either operating or finance leases, based on criteria that are largely similar to those applied in current lease accounting. Operating leases will result in straight-line expense recognition, and finance leases will be amortized. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. The

F-41

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company is evaluating the impact of adopting this standard update on our consolidated financial statements.

        In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The standard provides new guidance that requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The standard update is effective for fiscal years beginning after December 15, 2016, and interim periods within annual periods beginning after December 15, 2017. The amendments can either be adopted prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.

        In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement- Period Adjustments. The standard update provides new guidance that eliminates the requirement in a business combination to restate prior period financial statements for measurement period adjustments. Instead, measurement period adjustments will be recognized in the reporting period in which the adjustment is identified. The standard update is effective for fiscal years and interim periods beginning after December 15, 2015 and interim periods within fiscal years beginning after December 15, 2016. The amendments should be applied prospectively to measurement period adjustments that occur after the effective date of this update with early adoption permitted for financial statements that have not been issued. The Company will adopt this standard update as required and recognize any such future adjustments accordingly.

        In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The standard update provides new guidance that requires the presentation of unamortized debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability, rather than as a separate asset. The recognition and measurement of debt issuance costs are not affected by this standard update. In August 2015, the FASB issued an amendment to this standard update to address line-of-credit arrangements, which allows an entity to present debt issuance costs as an asset and subsequently amortize the debt issuance costs ratably over the term of the line-of-credit arrangement. The amendments are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.

        In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The standard update provides new guidance that requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued a standard update to delay the effective date of ASU 2014-09 by one year. The standard update is now effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted, but not before the original effective date of the standard. The standard update is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company is evaluating our implementation method and the impact of adopting this standard update on our consolidated financial statements.

F-42

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 3—ACQUISITION

        The Company accounted for the following immaterial acquisition as a business combination in accordance with ASC 805, Business Combinations using the acquisition method of accounting. Under the acquisition method of accounting, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed.

        On June 16, 2014, The Hygenic Corporation ("Hygenic"), the Company's wholly-owned subsidiary, completed its acquisition of substantially all of the assets and liabilities of TheraPearl LLC ("TP") for a cash purchase price of $19,851. TP manufactures and sells innovative hot/cold reusable therapy packs used in the treatment of aches and pains. The excess of the purchase price over the net assets acquired was $9,134 and has been recorded as goodwill and represents synergies and economies of scale expected as a result of the acquisition. For income tax reporting purposes, an election was made under Internal Revenue Code Section 338(h)(10) for the acquisition of TheraPearl's common stock. Under this election, the transaction is deemed to be an asset purchase, and accordingly, the tax basis of the assets will equal the purchase price allocated to the assets acquired. Goodwill related to the TP acquisition in the amount of $10,319 will be deductible for income tax reporting purposes. As part of the transaction, $2,500 was set up in an escrow account. The escrow balance was released in September 2015. Included in selling, general and administrative expenses for the nine months ended January 31, 2015 are $523 in transaction costs directly related to the acquisition of TP.

NOTE 4—INVENTORIES

        Inventories are comprised of the following at January 31, 2016 and April 30, 2015:

	January 31, 2016			April 30, 2015
Raw materials	$	4,473		$	4,425
Work-in-process		235			388
Finished goods		23,373			19,612
		28,081			24,425
Inventory valuation reserves		(2,190	)		(1,929	)
Inventories, net	$	25,891		$	22,496

NOTE 5—PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment are comprised of the following at January 31, 2016 and April 30, 2015:

	January 31, 2016			April 30, 2015
Machinery and equipment	$	7,037		$	6,992
Buildings and leasehold improvements		6,992			7,004
Land		1,455			1,497
Construction in progress		1,053			582
		16,537			16,075
Less: Accumulated depreciation		(4,386	)		(4,412	)
Property, plant and equipment, net	$	12,151		$	11,663

        Depreciation expense related to the Company's property, plant and equipment was $1,212 and $1,944 for the nine months ended January 31, 2016 and 2015, respectively.

F-43

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 6—GOODWILL AND INTANGIBLE ASSETS

Goodwill

        There were no changes in the carrying amount of goodwill from April 30, 2015 to January 31, 2016.

Intangibles

        The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class:

	January 31, 2016
	Acquisition Costs		Accumulated Amortization		Net		Weighted average Useful life (years)
Trademark—finite life	$	73,700	$	12,163	$	61,537		20
Tradenames—finite life		1,350		248		1,102		15
Tradename—indefinite life		1,649		—		1,649		*
Customer contract(1)		20,000		6,601		13,399		10
Customer relationships		53,992		7,982		46,010		21
Noncompete agreements		6,930		4,528		2,402		5
Patents		1,270		114		1,156		18
Domain Names—finite life		10		3		7		8
Domain Names—indefinite life		10		—		10		*
Software		3,655		715		2,940		7
	$	162,566	$	32,354	$	130,212		18

*

Not applicable

	April 30, 2015
	Acquisition Costs		Accumulated Amortization		Net		Weighted average Useful life (years)
Trademark—finite life	$	73,700	$	9,400	$	64,300		20
Tradenames—finite life		1,350		182		1,168		15
Tradename—indefinite life		1,649		—		1,649		*
Customer contract(1)		20,000		5,101		14,899		10
Customer relationships		53,992		5,789		48,203		21
Noncompete agreements		6,930		3,493		3,437		5
Patents		1,270		62		1,208		18
Domain Names—finite life		10		1		9		8
Domain Names—indefinite life		10		—		10		*
Software		2,420		561		1,859		7
	$	161,331	$	24,589	$	136,742		18

*

Not applicable

F-44

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 6—GOODWILL AND INTANGIBLE ASSETS (Continued)

(1)

The Company's customer contract relates to a 5-year contract which is being amortized using the straight-line method over an estimated useful life of 10 years. The current contract expires in December 2016. The Company's relationship with the customer began in December 1996 and the contract has been consistently renewed since its inception. The Company believes it has the intent and ability to continue to renew the contract over the term of the asset's life.

        Amortization expense for intangible assets subject to amortization was $7,765 and $7,703 for the nine months ended January 31, 2016 and 2015, respectively.

NOTE 7—FAIR VALUE MEASUREMENTS

        The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered representative of fair value because of the short-term maturity of these instruments.

        The carrying amounts of the Company's long-term debt approximates fair value, determined using available market information and methodologies requiring judgment, which represents a Level 2 measurement.

        The Company's financial assets and redeemable common stock, (refer to Note 11) measured on a recurring basis at fair value at January 31, 2016 and April 30, 2015 were as follows:

	January 31, 2016
Asset (Liability)	Level 1		Level 2		Level 3		Total
Interest rate cap agreement	$	—	$	—	$	—	$	—
Redeemable common stock	$	—	$	—	$	6,231	$	6,231

	April 30, 2015
Asset (Liability)	Level 1		Level 2		Level 3		Total
Interest rate cap agreement	$	—	$	14	$	—	$	14
Redeemable common stock	$	—	$	—	$	5,112	$	5,112

        Interest rate cap contracts identical to that held by the Company are sold by financial institutions. The valuation price at any measurement date for a contract with identical terms, exercise price, the expiration date, the settlement date, and notional quantities as the one the Company holds, is used for determining the fair value.

        The fair value of the redeemable common stock was determined by management. The nature of the material assumptions and estimates considered to determine the fair market value of the redeemable common stock are highly complex and subjective. Given the absence of a public trading market of the Company's common stock, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide: Valuation of Privately-Held-Company Equity Securities issued as Compensation (the "Practice Aid"), management exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the redeemable common stock including:

•

the fact that the Company was a private company with illiquid securities;

F-45

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 7—FAIR VALUE MEASUREMENTS (Continued)

•

the Company's historical operating results;

•

the Company's discounted future cash flows, based on the Company's projected operating results;

•

valuations of comparable public companies; and

•

the risk involved in the investment, as related to earnings stability, capital structure, competition and market potential.

        For the contemporaneous valuation of the Company's common stock, management estimated, as of the issuance date, the Company's enterprise value on a continuing operations basis, using probability weighted income and market approaches, as described in the Practice Aid. The income approach utilized the discounted cash flow ("DCF") methodology based on the Company's financial forecasts and projections, as detailed below. The market approach utilized the Guideline Public Company and Guideline Transactions methods, as detailed below.

        For the DCF methodology, the Company prepared annual projections of future cash flows through 2020. Beyond 2020, projected cash flows through the terminal year were projected at long-term sustainable growth rates consistent with long-term inflationary and industry expectations. The Company's projections of future cash flows were based on the Company's estimated net debt-free cash flows and were discounted to the valuation date using a weighted-average cost of capital estimated at 11.5% based on market participant assumptions.

        For the Guideline Public Company and Guideline Transactions methods, the Company identified a group of comparable public companies and recent transactions within the Company's industry. For the comparable companies, the Company estimated market multiples based on trading prices and trailing 12 months EBITDA. These multiples were then applied to the Company's trailing 12 months EBITDA. When selecting comparable companies, consideration was given to industry similarity, their specific products offered, financial data availability and capital structure. For the comparable transactions, the Company estimated market multiples based on prices paid for the related transactions and trailing 12 months EBITDA. These multiples were then applied to the Company's trailing 12 months EBITDA.

        The increase in the Company's redeemable common stock of $1,119 for the nine months ended January 31, 2016 is attributable to the increase in the fair value of the Company's common stock.

NOTE 8—OTHER ACCRUED CURRENT LIABILITIES

        Other accrued current liabilities are comprised of the following as of January 31, 2016 and April 30, 2015:

	January 31, 2016		April 30, 2015
Accrued professional fees	$	3,259	$	599
Accrued marketing costs		679		269
Accrued broker commissions		60		98
Other accrued liabilities		1,501		775
	$	5,499	$	1,741

F-46

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 8—OTHER ACCRUED CURRENT LIABILITIES (Continued)

        Accrued professional fees primarily relate to costs associated with the Company's initial public offering. Other accrued liabilities primarily relates to the Company's repurchase of Purchased Management Shares from a former employee. Refer to Note 11.

NOTE 9—LONG-TERM OBLIGATIONS

        Long-term debt is as summarized below:

	January 31, 2016		April 30, 2015
Term Loan under the First Lien Credit Facility, bearing an interest rate based on either a Base Rate (2.00% floor) or LIBOR Rate (1.00% floor), as specified by the Administrative Borrower, plus an applicable margin of between 3.50% - 4.00% or 4.50% - 5.00%, respectively (depending on senior leverage). At January 31, 2016 and April 30, 2015, the contractual, all in Base Rate was 7.25%, and the contractual, all in LIBOR Rate was 6.00%. Principal is paid in quarterly installments of $675 through October 2020 with a balloon payment of $255,825 in 2021.	$	267,975	$	270,000
Term loan under Second Lien Credit Facility, bearing an interest rate based on either a Base Rate (2.00% floor) or LIBOR Rate (1.00% floor), as specified by the Administrative Borrower, plus an applicable margin of 7.75% or 8.75%, respectively. At January 31, 2016 and April 30, 2015, the contractual, all in Base Rate was 11.00%, and the contractual, all in LIBOR Rate was 9.75%. The balloon payment is due in 2021.		120,000		120,000
Revolving line of credit under the First Lien Credit Facility, bearing the same interest rate as the term loan, provides for maximum borrowings of $15,000, and expires in October 2019. A commitment fee of 0.5% per annum is payable on the unused portion of the line.		—		—
Total debt		387,975		390,000
Less current maturities		2,700		2,700
Less OID		5,710		6,458
Long-term debt, net of current portion	$	379,565	$	380,842

        The borrowings under the Credit Agreements are guaranteed by each of the Company's domestic subsidiaries. The obligations under the First Lien Credit Facility are secured by a first priority perfected lien in favor of the agent on substantially all of the Company's assets and the assets of the Company's domestic subsidiaries and on 65% of the voting stock and 100% of the non-voting stock the Company holds in the Company's first tier foreign subsidiaries. The obligations under the Second Lien Credit Facility are secured by a second priority perfected lien (or first priority if the First Lien Credit Facility obligations have been discharged) in favor of the agent on substantially all of the Company's assets and

F-47

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 9—LONG-TERM OBLIGATIONS (Continued)

the assets of the Company's domestic subsidiaries and on 65% of the voting stock and 100% of the non-voting stock the Company holds in its first tier foreign subsidiaries.

        The Credit Agreements require the Company and its subsidiaries to comply on a quarterly basis with a maximum Senior Debt to EBITDA Ratio and a Total Debt to EBITDA Ratio (as defined in the Credit Agreements), each of which becomes more restrictive over time. The Company was in compliance with all covenants as of January 31, 2016.

        The Company has an interest rate cap with a bank to mitigate interest rate risk with respect to certain portions of the variable rate term loan debt. The interest rate cap is at 1.5% on a notional amount of $77,600 and expires on June 30, 2016. The fair value of the interest rate cap was $0 and $14 at January 31, 2016 and April 30, 2015, respectively, and is included in prepaid expenses and other in the accompanying consolidated balance sheets.

NOTE 10—COMMITMENTS AND CONTINGENCIES

        The Company is subject to various pending and threatened legal proceedings arising in the ordinary course of business. Although the Company cannot precisely predict the amount of any liability that may ultimately arise with respect to any of these matters, the Company records provisions when it considers the liability probable and reasonably estimable. The Company's provisions are based on historical experience and legal advice, reviewed quarterly and adjusted according to developments. Estimating probable losses requires the analysis of multiple forecasted factors that often depend on judgments about potential actions by third parties, such as regulators, courts, and state and federal legislatures. Changes in the amounts of the Company's loss provisions, which can be material, affect the Company's financial condition. Due to the inherent uncertainties in the process undertaken to estimate potential losses, the Company is unable to estimate an additional range of loss in excess of the Company's accruals. While it is reasonably possible that such excess liabilities, if they were to occur, could be material to operating results in any given quarter or year of their recognition, the Company does not believe that it is reasonably possible that such excess liabilities would have a material adverse effect on the Company's long-term results of operations, liquidity or consolidated financial position.

NOTE 11—REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY

Common Stock

        As of January 31, 2016 and April 30, 2015, the Company has authorized 1,000,000 shares of voting common stock having a par value of $0.0001 per share, and 1,000,000 shares of non-voting common stock having a par value of $0.0001 per share, of which 652,875 and 687,274, respectively, were issued and outstanding on January 31, 2016 and 652,875 and 692,274, respectively, were issued and outstanding on April 30, 2015. There are restrictions on the transfer of all shares of common stock, pursuant to the terms of a stockholders' agreement.

        As more fully discussed below, per the stockholders' agreement, certain management stockholders, have a put right with respect to non-voting common shares acquired or received as consideration for either the original acquisition of the Predecessor or for consideration in subsequent acquisitions. Collectively, the shares subject to the put right are known as the "Rollover Shares." In addition, the Company has a call right with respect to certain non-voting common shares acquired by members of

F-48

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 11—REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (Continued)

management at fair value and on future purchases of non-voting common shares acquired in conjunction with the Company's 2012 Equity Incentive Plan. Collectively, the shares subject to the call right are known as the "Purchased Management Shares."

Call Right on Purchased Management Shares

        In the event of a termination due to death, disability, by the Company without cause, or by the manager, the Company has the option within 120 days of termination to purchase the Purchased Management Shares at fair market value. In the event the Company terminates the manager's employment for cause, the Company has the option within 120 days of termination to purchase the Purchased Management Shares at the lower of then fair market value of the shares or the price paid by the manager to acquire the shares. In the third quarter of fiscal year 2016, the Company exercised its right to call 5,000 Purchased Management Shares at a total cost of $854. Immediately following this transaction, the repurchased shares were retired.

Put Right on Rollover Shares

        In the event of a termination, other than for cause, the holders of the Rollover Shares shall have the right to require the Company, upon 30 days prior notice, to repurchase all or any portion of the Rollover Shares on a date that is less than 120 days following after such manager ceases to be employed by the Company. The purchase price per share for each such Rollover Shares shall be equal to the fair market value of a share of common stock, determined as of the date as of which such put right is exercised.

        As the events triggering a possible redemption are outside the control of the Company and they are probable of becoming redeemable, the Company classifies the shares and their related redemption value outside of permanent stockholders' equity. Upon the consummation of an initial public offering, the rollover shares become voting common stock, at which time the requirement for the Company to repurchase the former rollover shares under the put right terminates. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against retained earnings, or in absence of retained earnings, against additional paid in capital.

        Non-voting common stock subject to redemption is reflected in temporary equity at estimated redemption values of $6,231 and $5,112 at January 31, 2016 and April 30, 2015, respectively.

        Common stock outstanding at both January 31, 2016 and April 30, 2015 is as follows:

	January 31, 2016		April 30, 2015
Common stock subject to redemption		34,399		39,399
Common stock not subject to redemption		1,305,750		1,305,750
		1,340,149		1,345,149

F-49

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 12—STOCK-BASED COMPENSATION

        The Company has certain repurchase options with respect to shares issued through exercise of stock options. Refer to Note 11.

        No stock-based awards were granted by our Board of Directors for the nine months ended January 31, 2016. A total of 1,323 stock options were granted by our Board of Directors under the 2012 Option Plan for the nine months ended January 31, 2015, of which 529 were considered time vesting options.

        The total amount of non-cash compensation expense recognized and reflected in selling, general and administrative expenses in the accompanying consolidated statements of operations was $514 and $118 for the nine months ended January 31, 2016 and 2015, respectively.

NOTE 13—COMPUTATION OF EARNINGS PER SHARE

        Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding plus the effect of potentially dilutive common shares outstanding during the period using the treasury stock method, which includes stock options. The following table sets forth the computation of basic and diluted earnings per share:

	For the Nine Months Ended January 31,
	2016		2015
Net Income	$	5,691	$	8,643
Basic weighted average common shares outstanding		1,345,058		1,344,621
Effect of potentially dilutive options		17,544		3,112
Diluted weighted average common shares outstanding		1,362,602		1,347,733
Earnings per common share:
Basic	$	4.23	$	6.43
Diluted	$	4.18	$	6.41

        Additionally, for the nine months ended January 31, 2016 there were 1,600 shares and for the nine months ended January 31, 2015 there were 529 shares attributable to outstanding stock-based awards that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

NOTE 14—ACCUMULATED OTHER COMPREHENSIVE INCOME

        The table below presents accumulated other comprehensive income (loss) ("AOCI"), which affects equity and results from recognized transactions and other economic events, other than transactions with owners in their capacity as owners.

F-50

PERFORMANCE HEALTH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except share and per share data)

NOTE 14—ACCUMULATED OTHER COMPREHENSIVE INCOME (Continued)

        AOCI consisted of the following at January 31, 2016 and April 30, 2015:

	January 31, 2016			April 30, 2015
Components of Accumulated Other Comprehensive Loss:
Cumulative foreign currency translation adjustment	$	(1,931	)	$	(935	)
Accumulated other comprehensive loss, net of tax	$	(1,931	)	$	(935	)

NOTE 15—INCOME TAXES

        For the nine months ended January 31, 2016, the Company recorded tax expense of $3,191 on income before income taxes of $8,882. For the nine months ended January 31, 2015, the Company recorded tax expense of $5,930 on income before income taxes of $14,573. Income tax expense for the nine months ended January 31, 2015 was unfavorably impacted by $807 of discrete tax adjustments primarily attributable to the impact of state and foreign income taxes as well as increases in net deferred tax liabilities for changes in state income tax rates. The foreign tax impact was primarily related to the recognition of non-recurring German corporate, trade and solidarity surcharge taxes associated with the exportation of appreciated intangible assets incurred as a result of our ongoing liquidation process of a German subsidiary.

        We record taxes based on overall estimated annual effective tax rates. For the nine months ended January 31, 2015 the difference between our effective tax rate and the U.S. statutory rate was primarily attributable to the discrete tax adjustments noted above.

        The Company is subject to taxation in the United States and various state and foreign jurisdictions and is generally open to examination from the year ended April 30, 2012 forward.

NOTE 16—RELATED PARTY TRANSACTIONS

        In accordance with the management agreement between the Company and Gridiron, the majority stockholder of the Company, the Company is obligated, through December 31, 2022, to pay advisory fees of $1,000 per annum. In addition, the Company is obligated to pay transaction fees of 1% of the gross purchase price related to the consummation of a material financing or business acquisition. The Company incurred advisory fees of $750 for both the nine months ended January 31, 2016 and 2015. Transaction related fees paid to Gridiron were $215 for the nine months ended January 31, 2015.

        The Company also reimbursed expenses to Gridiron in the amount of $73 and $114 for the nine months ended January 31, 2016 and 2015, respectively.

NOTE 17—SUBSEQUENT EVENTS

        The Company evaluated its financial statements for subsequent events through March 18, 2016, the date that the financial statements were available to be issued. No reportable events have occurred.

F-51

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

        The following table sets forth the estimated expenses payable by us in connection with the sale and distribution of the securities registered hereby, other than underwriting discounts or commissions. All amounts are estimates except for the SEC registration fee and the Financial Industry Regulatory Authority filing fee.

SEC registration fee	$	10,070
FINRA filing fee		15,500
Stock exchange listing fees		225,000
Blue sky fees and expenses		50,000
Printing and engraving expenses		350,000
Accounting fees and expenses		1,100,000
Legal fees and expenses		1,600,000
Transfer agent and registrar fees		20,000
Miscellaneous fees and expenses		829,430
TOTAL	$	4,200,000

Item 14.    Indemnification of Directors and Officers.

        Section 145 of the General Corporation Law of the State of Delaware provides as follows:

        A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

        A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the

II-1

circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

        Our certificate of incorporation and by-laws provide that we are required to indemnify our officers and directors under certain circumstances, including those circumstances in which indemnification would otherwise be discretionary, and we are required to advance expenses to our officers and directors as incurred in connection with proceedings against them for which they may be indemnified.

        We intend to enter into indemnification agreements with our directors. These agreements will provide broader indemnity rights than those provided under the Delaware General Corporation Law and our certificate of incorporation. The indemnification agreements are not intended to deny or otherwise limit third-party or derivative suits against us or our directors or officers, but to the extent a director or officer were entitled to indemnity or contribution under the indemnification agreement, the financial burden of a third-party suit would be borne by us, and we would not benefit from derivative recoveries against the director or officer. Such recoveries would accrue to our benefit but would be offset by our obligations to the director or officer under the indemnification agreement.

        The underwriting agreement provides that the underwriters are obligated, under certain circumstances, to indemnify our directors, officers and controlling persons against certain liabilities, including liabilities under the Securities Act. Reference is made to the form of underwriting agreement filed as Exhibit 1.1 hereto.

        We maintain directors' and officers' liability insurance for the benefit of our directors and officers.

Item 15.    Recent Sales of Unregistered Securities.

        In the last three years, we have issued or sold the following unregistered securities:

        In October 2012, we issued 1,329,820 shares of common stock for aggregate consideration of $132,981,975.60. All these shares were issued without registration in reliance on the exemptions afforded by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). No underwriters were used in connection with the transactions.

        In December 2012, we issued 6,320 shares of common stock for aggregate consideration of $632,000. All these shares were issued in transactions exempt from registration under the Securities Act pursuant to Rule 701 of the Securities Act.

        From April 2013 through April 2014, we issued 7,628 shares of common stock for aggregate consideration of $775,000. All these shares were issued in transactions exempt from registration under the Securities Act pursuant to Rule 701 of the Securities Act.

        In June 2014, we issued 3,101 shares of common stock for aggregate consideration of $500,000. All these shares were issued in transactions exempt from registration under the Securities Act pursuant to Rule 701 of the Securities Act.

        Between October 11, 2012 and March 20, 2015, we issued options to purchase an aggregate of 116,823 shares of our common stock under our 2012 Option Plan. All these shares were issued in transactions exempt from registration under the Securities Act pursuant to Rule 701 of the Securities Act.

Item 16.    Exhibits and Financial Statement Schedules.

(a)

Exhibits

        The exhibit index attached hereto is incorporated herein by reference.

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(b)

Financial Statement Schedules

        All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

Item 17.    Undertakings.

        The undersigned Registrant hereby undertakes:

        (1)   That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   That in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (4)   To provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        (5)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron on the 22nd day of April, 2016.

Performance Health Holdings Corp.
By:	/s/ MARSHALL DAHNEKE
	Name:	Marshall Dahneke
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marshall Dahneke, Niels Lichti and Rocco Mango and each of them to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign and file any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every other act on behalf of the undersigned required to be done in connection therewith.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 22, 2016.

Signature	Title
/s/ MARSHALL DAHNEKE Marshall Dahneke	Chief Executive Officer and Director (Principal Executive Officer)
/s/ W. SCOTT EMERICK W. Scott Emerick	Chief Financial Officer (Principal Accounting and Principal Financial Officer)
/s/ THOMAS A. BURGER, JR. Thomas A. Burger, Jr.	Chairman, Director
/s/ MICHAEL CELANO Michael Celano	Director

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Signature	Title
/s/ EUGENE P. CONESE, JR. Eugene P. Conese, Jr.	Director
/s/ KEVIN JACKSON Kevin Jackson	Director
/s/ MARK LARSEN Mark Larsen	Director
/s/ STEPHEN KNOX Stephen Knox	Director

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EXHIBIT LIST

Exhibit number			Description of exhibit
	1.1		Form of Underwriting Agreement.
	3.1		Form of Amended and Restated Certificate of Incorporation
	3.2		Amended and Restated Bylaws
	5.1	*	Opinion of Ropes & Gray LLP
	10.1		Performance Health Holdings Corp. (f/k/a PHW Holdings, Inc.) 2012 Equity Incentive Plan
	10.2		Form of Stock Option Certificate under the Performance Health Holdings Corp. (f/k/a PHW Holdings, Inc.) 2012 Equity Incentive Plan
	10.3		Form of 2016 Omnibus Incentive Plan
	10.4		Form of Stock Option Award Agreement under the 2016 Omnibus Incentive Plan
	10.5		Form of Stock Option Award Agreement under the 2016 Omnibus Incentive Plan related to IPO Grant to Michael Celano
	10.6		Form of RSU Award Agreement under the 2016 Omnibus Incentive Plan
	10.7		Employment and Non-Competition Agreement with Marshall Dahneke, dated October 11, 2012
	10.8		Employment and Non-Competition Agreement with Rocco Mango, dated March 7, 2014
	10.9		Employment and Non-Competition Agreement with Niels Lichti, dated October 11, 2012, as amended
	10.10		Employment and Non-Competition Agreement with Scott Emerick, dated December 10, 2015
	10.11		Letter Agreement between Performance Health Holdings Corp. (f/k/a PHW Holdings, Inc.) and Mark Larsen, dated April 8, 2013
	10.12		Letter Agreement between Performance Health Holdings Corp. (f/k/a PHW Holdings, Inc.) and Stephen Knox, dated August 21, 2013
	10.13		Letter Agreement between Performance Health Holdings Corp. (f/k/a PHW Holdings, Inc.) and Michael Celano, dated September 1, 2015
	10.14		Form of Indemnification Agreement for Directors
	10.15		Performance Health Holdings Corp. Cash Incentive Plan
	10.16		Amended and Restated Credit Agreement dated as of February 27, 2015, by and among The Hygenic Corporation, the lenders party thereto, NXT Capital LLC, GCI Capital Markets LLC and Madison Capital Funding LLC
	10.17		Second Lien Credit Agreement dated as of February 27, 2015 by and among The Hygenic Corporation, the lenders party thereto and Ares Capital Corporation, as amended.
	10.18	*	Form of Registration Rights Agreement
	10.19	*	Form of Amended and Restated Stockholders' Agreement
	21.1		Subsidiaries of Performance Health Holdings Corp.
	23.1		Consent of Independent Registered Public Accountant.
	23.2		Consent of Newton Strategy Group
	23.3	*	Consent of Ropes & Gray LLP (included in Exhibit 5.1)
	24.1		Power of Attorney (included on signature page)

*

To be filed by amendment.

EX-1.1

Exhibit 1.1

[·] Shares

PERFORMANCE HEALTH HOLDINGS CORP.

Common Stock

UNDERWRITING AGREEMENT

[·], 2016

CREDIT SUISSE SECURITIES (USA) LLC

JEFFERIES LLC,

As Representatives of the Several Underwriters,

c/o Credit Suisse Securities (USA) LLC,

Eleven Madison Avenue,

New York, N.Y. 10010-3629

Dear Sirs:

1.Introductory.  Performance Health Holdings Corp., a Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) for whom Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Jefferies LLC (“Jefferies”) are acting as representatives (in such capacity, the “Representatives”) to issue and sell to the several Underwriters  [·] shares (“Firm Securities”) of its common stock, par value $0.0001 per share (“Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [·] additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”.

2.Representations and Warranties of the Company.  The Company represents and warrants to, and agrees with, the several Underwriters that:

(a)  Filing and Effectiveness of Registration Statement; Certain Defined Terms.  The Company has filed with the Commission a registration statement on Form S-1 (No. 333-[·]) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses.  At any particular time, this initial registration statement, in the form then on file with the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”.  The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities.  At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”.

As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended.  The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement.

For purposes of this Agreement:

“430A Information”, with respect to any registration statement, means information included in a prospectus and retroactively deemed to be a part of such registration statement pursuant to Rule 430A(b).

“430C Information”, with respect to any registration statement, means information included in a prospectus then deemed to be a part of such registration statement pursuant to Rule 430C.

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

“Applicable Time” means [·]:00 [a/p]m (Eastern time) on the date of this Agreement.

“Closing Date” has the meaning defined in Section 3 hereof.

“Commission” means the Securities and Exchange Commission.

“Effective Time” with respect to the Initial Registration Statement or, if filed prior to the execution and delivery of this Agreement, the Additional Registration Statement means the date and time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c). If an Additional Registration Statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, “Effective Time” with respect to such Additional Registration Statement means the date and time as of which such Additional Registration Statement is filed and becomes effective pursuant to Rule 462(b).

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

“Final Prospectus” means the Statutory Prospectus that discloses the public offering price, other 430A Information and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.

“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule B to this Agreement.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

The Initial Registration Statement and the Additional Registration Statement are referred to collectively as the “Registration Statements” and individually as a “Registration Statement”.  A

2

“Registration Statement” with reference to a particular time means the Initial Registration Statement and any Additional Registration Statement as of such time.  A “Registration Statement” without reference to a time means such Registration Statement as of its Effective Time.  For purposes of the foregoing definitions, 430A Information with respect to a Registration Statement shall be considered to be included in such Registration Statement as of the time specified in Rule 430A.

“Rules and Regulations” means the rules and regulations of the Commission promulgated under Securities Laws.

“Securities Laws” means, collectively, the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), the Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and the rules of the NASDAQ Stock Market (“Exchange Rules”).

“Statutory Prospectus” with reference to a particular time means the prospectus included in a Registration Statement immediately prior to that time, including any 430A Information or 430C Information with respect to such Registration Statement.  For purposes of the foregoing definition, 430A Information shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) or Rule 462(c) and not retroactively.

“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.

“Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.

(b)Compliance with Securities Act Requirements.  (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.  The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

(c)Ineligible Issuer Status.  (i) At the time of initial filing of the Initial Registration Statement and (ii) at the date of this Agreement, the Company was not and is not an “ineligible

3

issuer,” as defined in Rule 405, including (x) the Company or any of its subsidiaries in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Act and not being the subject of a proceeding under Section 8A of the Act in connection with the offering of the Offered Securities, all as described in Rule 405.

(d)General Disclosure Package.  As of the Applicable Time, none of (i) the General Use Issuer Free Writing Prospectus(es), if any, issued at or prior to the Applicable Time, the preliminary prospectus, dated [·], 2016 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), (ii) any individual Limited Use Issuer Free Writing Prospectus, and (iii) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(e)Issuer Free Writing Prospectuses.  Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement.  If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.  The first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

4

(f)Good Standing of the Company.  The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

(g)Subsidiaries.  Each subsidiary of the Company has been duly incorporated or formed, as applicable, and is existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity, as applicable, in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, in each case, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect; all of the issued and outstanding capital stock or limited liability company interests, as applicable, of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of or limited liability company interest, as applicable, in each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects, other than liens on the capital stock or limited liability company interest of The Hygenic Corporation, Performance Health GmbH i.L., HCM Hygenic Malaysia, Performance Health, LLC, Hygenic Intangible Property Holdings Co., Cramer Products, Inc., Cramer Foam Products, Inc., Cramer Sports International, Inc., American Foam Products Company, Stromgren Athletics, Inc., Active Ankle Systems, Inc., Performance Touch, LLC and TheraPearl, LLC pursuant to the First Lien Credit Facility and Second Lien Credit Facility (each as defined in the General Disclosure Package) as described in the General Disclosure Package. The subsidiaries of the Company listed on Schedule D hereto are the only subsidiaries, direct or indirect, of the Company and, except as disclosed in the General Disclosure Package, each subsidiary of the Company is a wholly-owned subsidiary, direct or indirect, of the Company.

(h)Offered Securities.  The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the description in the General Disclosure Package and the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package, there are no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of capital stock, any such convertible

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or exchangeable securities or obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(d) hereof.

(i)Other Offerings.  Except as disclosed in the Registration Statement, the Company has not sold, issued or distributed any common stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Act, other than common stock issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

(j)No Finder’s Fee.  There are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering. For the avoidance of doubt, any payments made pursuant to this Agreement are not subject to this clause (j).

(k)Registration Rights. Except as disclosed in the General Disclosure Package under the headings “Shares Eligible for Future Sale — Registration Statements on Form S-8” and “Shares Eligible for Future Sale — Registration Rights”, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act (collectively, “registration rights”), and any person to whom the Company has granted registration rights has agreed not to exercise such rights until after the expiration of the Lock-Up Period referred to in Section 5 hereof.

(l)Listing.  The Offered Securities have been approved for listing on the NASDAQ Stock Market, subject to notice of issuance.

(m)Absence of Further Requirements.  No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement in connection with the offering, issuance and sale of the Offered Securities by the Company, except such as have been obtained, or made and such as may be required under state securities laws.

(n)Title to Property.  Except as disclosed in the General Disclosure Package and Final Prospectus under the headings “Description of Certain Indebtedness — First Lien Credit Facility”, “Description of Certain Indebtedness — Second Lien Credit Facility” and “Business — Properties”, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, charges, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or

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to be made thereof by them and the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases (subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect, and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law) with no terms or provisions that would materially interfere with the use made or to be made thereof by them.

(o)Absence of Defaults and Conflicts Resulting from Transaction.  The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws (or similar governing documents) of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except, in the case of clause (iii) above, for any such breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(p)Absence of Existing Defaults and Conflicts.  Neither the Company nor any of its subsidiaries is in violation of its respective charter, certificate of formation or other constituent instruments, as applicable, or by-laws or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, have a Material Adverse Effect.

(q)Authorization of Agreement.  This Agreement has been duly authorized, executed and delivered by the Company.

(r)Possession of Licenses and Permits.  The Company and its subsidiaries possess, and are in compliance with the terms of, all adequate certificates, authorizations, franchises, licenses and permits, in each case issued by a regulatory, administrative, agency, commission or other governmental authority, (“Licenses”) necessary or material to the conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them and have not received any notice of proceedings relating to the revocation or modification of any Licenses that, if determined adversely to the Company or any of its subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(s)Absence of Labor Dispute.  No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent that, individually or in the aggregate, would have a Material Adverse Effect.

(t)Possession of Intellectual Property.  The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them, except where the failure to own, possess or so acquire such intellectual property rights would not, individually or in the aggregate, have a Material Adverse Effect, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would, individually or in the aggregate, have a Material Adverse Effect.

(u)Environmental Laws.  Neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances  (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws in a manner or to an extent that requires or could reasonably be expected to require reporting, investigation or remediation pursuant to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(v)Accurate Disclosure.  The statements in the General Disclosure Package and the Final Prospectus under the headings “Material U.S. Federal Tax Considerations for Non-U.S. Holders of Common Stock”, “Description of Capital Stock”, “Certain Relationships and Related-Party Transactions” and “Business — Government Regulation”, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries, in all material respects, of such legal matters, agreements, documents or proceedings and present the information required to be shown.

(w)Absence of Manipulation.  The Company has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities, however, the Company makes no representation to any actions taken by the Underwriters.

(x)Statistical and Market-Related Data.  Any third-party statistical and market-related data included in a Registration Statement, a Statutory Prospectus or the General Disclosure Package or any Testing-the-Waters Communications are based on or derived from sources that the Company believes to be reliable and accurate.

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(y)Internal Controls and Compliance with the Sarbanes-Oxley Act.  Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the provisions of Sarbanes-Oxley and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with applicable Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, have a Material Adverse Effect.

(z)Litigation.  There are no pending actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would, individually or in the aggregate, have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are, to the Company’s knowledge, threatened or contemplated.

(aa)Financial Statements.  The financial statements included in each Registration Statement and the General Disclosure Package present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis; the schedules included in each Registration Statement present fairly in all material respects the information required to be stated therein. Ernst & Young LLP, which has certified the financial statements of the Company included in, or incorporated by reference into, the General Disclosure Package and the Final Prospectus, is an independent registered public accounting firm with respect to the Company within the Rules and Regulations and as required by the Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States). The summary and selected financial and statistical data included in the Registration Statement, the General Disclosure Package and the Final Prospectus presents fairly the information

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shown therein and such data has been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus.  There are no financial statements that are required to be included in the Registration Statement, the General Disclosure Package or the Final Prospectus that are not included as required.

(bb)No Material Adverse Change in Business.  Except as disclosed in the General Disclosure Package, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package (i) there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries, taken as a whole that is material and adverse, (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company, incurred by the Company, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or material  interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

(cc)Investment Company Act.  The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(dd)Ratings.  No “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) (i) has imposed (or has informed the Company that it is considering imposing) any condition (financial or otherwise) on the Company’s retaining any rating assigned to the Company or any securities of the Company or (ii) has indicated to the Company that it is considering any of the actions described in Section 7(c)(ii) hereof.

(ee)[Intentionally Omitted]

(ff)Taxes.  The Company and its subsidiaries have filed all federal, state, local and non-U.S. tax returns that are required to have been filed by them or have requested extensions thereof (except in any case in which the failure so to file would not, individually or in the aggregate,   have a Material Adverse Effect); and, except as set forth in the General Disclosure Package, the Company and its subsidiaries have paid all taxes (including any assessments, fines or penalties) required to be paid by them, except for any such taxes, assessments, fines or penalties currently

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being contested in good faith or as would not, individually or in the aggregate, have a Material Adverse Effect.

(gg)Insurance.  The Company and its subsidiaries are insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are prudent and customary for the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect, except as would not, individually or in the aggregate, have a Material Adverse Effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause, except for such claims that would not, individually or in the aggregate, have a Material Adverse Effect; neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for during the 12 month period preceding the date of this Agreement, except for any refusal that would not, individually or in the aggregate, have a Material Adverse Effect; neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package; and the Company will obtain directors’ and officer’s insurance in such amounts as is customary for an initial public offering.

(hh)Regulatory Filings.  The Company and its subsidiaries have filed with applicable regulatory authorities all statements, reports, information or forms required by any applicable law, regulation or order, except where the failure to so file would not, individually or in the aggregate, have a Material Adverse Effect.  All such filings were in compliance with applicable laws when filed and no deficiencies have been asserted by any regulatory commission, agency or authority with respect to any such filing, except for any such failures to be in compliance or deficiencies that would not, individually or in the aggregate, have a Material Adverse Effect.

(ii)No Unlawful Payments.  Neither the Company nor any of its subsidiaries, directors, officers nor, to the Company’s knowledge, any agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(jj)Compliance with Anti-Money Laundering Laws.  The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the anti-money laundering statutes of all jurisdictions applicable to the Company, the rules and regulations thereunder and any applicable related or similar rules, regulations and guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or

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before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(kk)OFAC.  Neither the Company nor any of its subsidiaries, directors, officers nor, to the Company’s knowledge, any agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions (“Sanctions”) administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Company will not, directly or indirectly, use the proceeds of the offering and sale of the Offered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person in violation of Sanctions.

(ll)No Restrictions on Payments by Subsidiaries.  No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, (i) from paying any dividends to the Company, (ii) from making any other distribution on such subsidiary’s capital stock, (iii) from repaying to the Company any loans or advances to such subsidiary from the Company or (iv) from transferring any of such subsidiary’s material properties or assets to the Company or any other subsidiary of the Company, except, in each case, as described in the General Disclosure Package with respect to the First Lien Credit Facility and Second Lien Credit Facility, respectively (each as defined in the General Disclosure Package).

(mm) Emerging Growth Company Status.  From the time of the initial confidential submission of the Initial Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or though any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company”, as defined in Section 2(a) of the Act (an “Emerging Growth Company”).

(nn)Use of Testing-the-Waters Communications.  The Company (a) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications.  The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications.  The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule C to this Agreement.

3.Purchase, Sale and Delivery of Offered Securities.  On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[·] per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto.

The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against

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payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Cravath, Swaine & Moore LLP, at 825 Eighth Avenue, New York, NY 10019, at [10:00] A.M., New York time, on [·], 2016, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Moore LLP at least 24 hours prior to the First Closing Date.

In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company.

Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP.  The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Moore LLP at a reasonable time in advance of such Optional Closing Date.

4.Offering by Underwriters.  It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Final Prospectus.

5.Certain Agreements of the Company. The Company agrees with the several Underwriters that:

(a)Additional Filings.  Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the second sentence following this sentence, the Company will file the Final Prospectus, in a form approved by the Representatives, with the

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Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Representatives, which consent shall not be unreasonably withheld, delayed or conditioned, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Time of the Initial Registration Statement.  The Company will advise the Representatives promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence to the Representatives of such timely filing. If an Additional Registration Statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the execution and delivery of this Agreement, the Company will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Final Prospectus is finalized and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the Representatives.

(b)Filing of Amendments; Response to Commission Requests.  The Company will promptly advise the Representatives of any proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement or any Statutory Prospectus and will not effect such amendment or supplementation without the Representatives’ consent, which consent shall not be unreasonably withheld, delayed or conditioned; and the Company will also advise the Representatives promptly of (i) the effectiveness of any Additional Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), (ii) any amendment or supplementation of a Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iv) the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose that the Company becomes aware of, and (v) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose.  The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

(c)(A) Continued Compliance with Securities Laws.  If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representatives of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance.  Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.

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(B)Testing-the-Waters Communications.  If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.  Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.

(d)Rule 158.  As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Time of the Initial Registration Statement (or, if later, the Effective Time of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, “Availability Date” means the day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time on which the Company is required to file its Form 10-Q for such fiscal quarter except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the day after the end of such fourth fiscal quarter on which the Company is required to file its Form 10-K.

(e)Furnishing of Prospectuses.  The Company will furnish to the Representatives copies of each Registration Statement (three of which will be signed and will include all exhibits), each related Statutory Prospectus, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act, the Final Prospectus and all amendments and supplements to such documents, in each case in such quantities as the Representatives request. Unless otherwise agreed to by the Representatives, the Final Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents.

(f)Blue Sky Qualifications.  The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities as contemplated hereby; provided, however, that the Company shall not be obligated to file any general consent or service of process or qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so otherwise subject to such consent or service of process or qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is otherwise not otherwise so subject.

(g)Reporting Requirements.  During the period of three years hereafter, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the

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Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as the Representatives may reasonably request.  However, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), it is not required to furnish such reports or statements to the Underwriters.

(h)Payment of Expenses.  The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters (“Blue Sky Counsel Fees”)) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, costs and expenses related to the review by the Financial Industry Regulatory Authority of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review (“FINRA Counsel Fees”); provided that, in the aggregate, the Blue Sky Counsel Fees and FINRA Counsel Fees shall not exceed $50,000), the fees and expenses of the Company’s counsel, costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees and any other expenses of the Company, excluding 50% of the cost of a chartered aircraft, which will be paid for by the Underwriters, (2) fees and expenses incident to listing the Offered Securities on the NASDAQ Stock Market, (3) filing fees and expenses in connection with the registration of the Offered Securities under the Exchange Act and (4) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors.

(i)Use of Proceeds.  The Company will use the net proceeds received in connection with this offering in the manner described in the “Use of Proceeds” section of the General Disclosure Package and the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter.

(j)Absence of Manipulation.  The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities.

(k)Restriction on Sale of Securities. (A) For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up

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Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representatives, except: (I) the Securities to be sold hereunder, (II) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the date hereof and described in the Registration Statement, General Disclosure Package and Final Prospectus; provided that the Company shall have caused each recipient of such Lock-Up Securities to have executed and delivered to the Representatives a lock-up agreement, substantially in the form of Exhibit A hereto prior to such conversion, exchange or exercise, (III) grants of employee stock options or other equity awards pursuant to the terms of an equity compensation plan as described in the General Disclosure Package and the Final Prospectus, provided that such Lock-up Securities either do not vest or are not transferable except in accordance with the provisions of a lock-up agreement, substantially in the form of Exhibit A hereto, during the Lock-Up Period, (IV) the filing of a registration statement on Form S-8 with respect to an equity compensation plan described in the General Disclosure Package and (V) issuances of Lock-Up Securities as full or partial consideration for one or more acquisitions, mergers, or other joint ventures or other strategic transactions involving the Company or any subsidiary of the Company; provided that in the case of this clause (V), (x) such aggregate issuances shall not be greater than 10% of the total outstanding Securities immediately following the initial closing hereunder, (y) the recipients of such Lock-Up Securities agree to be bound by a lock-up agreement, substantially in the form of Exhibit A hereto and (z) the Company shall refer to such lock-up agreement in any public announcement regarding the consideration for such transaction. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that Credit Suisse consents to in writing.

(B)Agreement to Announce Lock-Up Waiver.  If Credit Suisse, in its sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 7(g) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

(l)Emerging Growth Company Status. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Offered Securities within the meaning of the Act and (b) completion of the 180-day restricted period referred to in Section 5(k) hereof.

6.Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.  Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.”  The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any

17

Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.  The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

7.Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a)Accountants’ Comfort Letter.  The Representatives shall have received letters, dated, respectively, the date hereof and each Closing Date, of Ernst & Young LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws and in the form previously agreed to among the Representatives and Ernst & Young LLP and satisfactory to the Representatives (except that, in any letter dated a Closing Date, the specified date referred to in such letter shall be a date no more than three days prior to such Closing Date).

(b)Effectiveness of Registration Statement.  If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Final Prospectus is finalized and distributed to any Underwriter, or shall have occurred at such later time as shall have been consented to by the Representatives.  The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission.

(c)No Material Adverse Change.  Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to market the Offered Securities; (ii) any downgrading in the rating of any debt securities or preferred stock of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g)), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii)  any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of the Representative, impractical to market or to enforce contracts for the sale of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any suspension or material limitation of trading in securities generally on

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the New York Stock Exchange or the Nasdaq Stock Market, or any setting of minimum or maximum prices for trading on such exchange; (v) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by any U.S. federal or New York authorities; (vii) any major disruption of settlements of securities, payment, or clearance services in the United States or any other country where such securities are listed or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the Offered Securities or to enforce contracts for the sale of the Offered Securities.

(d)Opinion of Counsel for Company.  The Representatives shall have received an opinion and negative assurance letter, each dated such Closing Date, of Ropes & Gray LLP, counsel for the Company, in the form previously agreed among the Representatives and Ropes & Gray LLP and satisfactory to the Representatives.

(e)Opinion of Counsel for Underwriters.  The Representatives shall have received from Cravath, Swaine & Moore LLP, counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to such matters as the Representatives may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(f)Officer’s Certificate.  The Representatives shall have received a certificate, dated such Closing Date, of an executive officer of the Company and a principal financial or accounting officer of the Company in which such officers shall state that: the representations and warranties of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the Commission; and, subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package or as described in such certificate.

(g)Lock-up Agreements.  On or prior to the date hereof, the Representatives shall have received lockup letters from each of the executive officers and directors of the Company and PHW Equity Investor, L.P.

The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request.  The Representatives may in their sole

19

discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise.

8.Indemnification and Contribution.  (a)  Indemnification of Underwriters.  The Company will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

(b)Indemnification of Company.  Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or

20

omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter:  the concession figures appearing in the fourth paragraph; the sales to accounts over which the underwriters have discretionary authority information in the paragraph following the compensation and estimated expenses table; and the information regarding stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids contained in the twelfth and thirteenth paragraphs, including associated bullet points, in each case in the “Underwriting” section of the Registration Statement.

(c)Actions against Parties; Notification.  Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure, and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above.  In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

(d)Contribution.  If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause

21

(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.  The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8(d).

9.Default of Underwriters.  If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate number of shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

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10.Survival of Certain Representations and Obligations.  The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than (A) any event specified in Section 7(c)(iii), (iv), (vi), (vii) or (viii) or (B) because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect.  In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

11.Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representatives, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention:  LCD-IBD and Jefferies LLC, 520 Madison Avenue, New York, New NY 10022, Attention: General Counsel, with a copy to Cravath, Swaine & Moore LLP,  at 825 Eighth Avenue, New York, NY 10019, Attention: Kris Heinzelman, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Performance Health Holdings Corp., 1245 Home Avenue, Akron, Ohio 44310, Attention: Marshall Dahneke, with a copy to Ropes & Gray LLP, at 800 Boylston Street, Boston MA 02199, Attention: Christopher Comeau, provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Underwriter.

12.Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.

13.Representation of Underwriters.  The Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters.

15.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

16.Absence of Fiduciary Relationship.  The Company acknowledges and agrees that:

(a)No Other Relationship.  The Representatives have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Representatives has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representatives have advised or is advising the Company on other matters;

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(b)Arms’ Length Negotiations.  The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c)Absence of Obligation to Disclose.  The Company has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

(d)Waiver.  The Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

17.Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.

[remainder of page intentionally left blank]

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If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms.

Very truly yours,
	PERFORMANCE HEALTH HOLDINGS CORP.
		By
			Name:
			Title:

[Signature Page to Underwriting Agreement]

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

	Acting on behalf of themselves and as the Representatives of the several Underwriters
By	CREDIT SUISSE SECURITIES (USA) LLC
By:
	Name:
	Title:
By	JEFFERIES LLC
By:
	Name:
	Title:

[Signature Page to Underwriting Agreement]

SCHEDULE  A

Underwriter	Number of Firm Securities
Robert W. Baird & Co. Incorporated
UBS Securities LLC
William Blair & Company, LLC
SunTrust Robinson Humphrey, Inc.
Total

SCHEDULE B

1.Other Information Included in the General Disclosure Package

The following information is also included in the General Disclosure Package:

1.The initial price to the public of the Offered Securities.

SCHEDULE C

Written Testing-the-Waters Communications

[None.]

SCHEDULE D

Subsidiaries of Performance Health Holdings Corp.

PHW Intermediate Holdings, Inc.

Performance Health & Wellness Holdings, Inc.

The Hygenic Corporation

Performance Health GmbH i.L.

HCM-Hygenic Corporation (Malaysia) Sdn. Bhd.

Performance Health LLC

Hygenic Intangible Property Holdings Co.

Cramer Products, Inc.

Cramer Foam Products, Inc.

Cramer Sports International, Inc.

American Foam Products Company

Stromgren Athletics, Inc.

Active Ankle Systems, Inc.

Performance Touch, LLC

TheraPearl, LLC

TheraPearl Limited

Exhibit A

Form of Lock-up Agreement

[·], 2016

Performance Health Holdings Corp.

1245 Home Avenue

Akron, OH 44310

Credit Suisse Securities (USA) LLC

Jefferies LLC

As Representatives of the Several Underwriters

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY  10010-3629

Dear Sirs:

As an inducement to the Underwriters (as defined in the Underwriting Agreement) to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Offering”) will be made that is intended to result in the establishment of a public market for the common stock, par value $0.01 per share (the “Securities”) of Performance Health Holdings Corp., and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”).  The foregoing shall not apply to:

(a)transfers of Securities or other securities

a.as a bona fide gift or gifts or charitable contribution, or by will, testate succession or intestate distribution; or

b.to a charitable entity, immediate family member or any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);

(b)any securities acquired by the undersigned in the open market;

(c)the exercise of  stock options or other similar awards granted pursuant to the Company’s equity incentive plans, provided that such restriction shall apply to any of the Securities issued to the undersigned upon such exercise;

(d)the transfer to the Company of any Securities or other securities for the primary purpose of satisfying any tax or other governmental withholding obligation with respect to any award of equity-based compensation granted pursuant to the Company’s equity incentive plans or in connection with tax or other obligations as a result of testate succession or intestate distribution;

(e)the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided that no sales of the undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period, and provided that neither the undersigned nor the Company will disclose the establishment of such a Plan during the Lock-Up Period;

(f)transfers not involving a disposition for value to a member or members of the undersigned’s family or to a trust, the direct or indirect beneficiaries of which are the undersigned and/or a member or members of his or her family;

(g)distributions not involving a disposition for value of Securities or such other securities to members, partners or stockholders of the undersigned;

(h)transfers to the undersigned’s direct or indirect affiliates or to any investment fund or other entity controlled or managed by the undersigned;

(i)transfers to any corporation, partnership or other business entity with whom the undersigned shares in common an investment manager or advisor, in each case who has discretionary authority with respect to the undersigned and the transferee;

(j)the transfer or disposition of the undersigned’s Securities or other securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;

(k)the transfer of the undersigned’s Securities or other securities to the Company pursuant to any contractual arrangement in effect on the date of this Lock-Up Agreement and described in the final prospectus used to sell the Securities that provides for the repurchase of the undersigned’s Securities or such other securities by the Company or in connection with the termination of the undersigned’s employment with the Company; and

(l)pursuant to the Underwriting Agreement

In the case of any transfer or distribution pursuant to clause (a) or (f) through  (j), each donee, distributee or transferee shall execute and deliver to Credit Suisse a letter in the form of this Lock-Up Agreement.  In the case of (i) any transfer or distribution pursuant to clause (a) or (f) through (j), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or otherwise, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period) and (ii) any sale or other disposition during the Lock-Up Period of Securities acquired on the open market , no filing by any party under the Exchange Act or otherwise, or other public announcement shall be required or shall be made voluntarily in connection with such sale or disposition (other than a filing on a Form 5 made after the expiration of the Lock-Up Period).  In addition, the undersigned agrees that, without the prior written consent of Credit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.

The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date that is 180 days from the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”).

Any Securities received upon exercise or conversion of options or other securities to the undersigned will also be subject to this Lock-Up Agreement.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any issuer-directed Securities the undersigned may purchase, if any, in the above-referenced offering.

If the undersigned is an officer or director of the Company, (i) Credit Suisse agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Securities, Credit Suisse will notify the Company of the impending release or waiver, and (ii) the Company has agreed

in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver.  Any release or waiver granted by Credit Suisse hereunder to any such officer or director shall only be effective two business days after the publication date of such press release.  The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.  The undersigned understands that (i) on [·], 2016 if the Public Offering Date shall not have occurred on or before such date, (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, (iii) if Credit Suisse, on the one hand, or the Company, on the other hand, informs the other in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering or (iv) the registration statement related to the Offering has been completely withdrawn from the U.S. Securities and Exchange Commission prior to the closing of the Offering, the undersigned shall be released from all obligations under this Lock-Up Agreement.  This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,

[Name]

Exhibit B

Form of Press Release

Performance Health Holdings Corp.

[Date]

Performance Health Holdings Corp. (the “Company”) announced today that Credit Suisse Securities (USA) LLC, a lead book-running manager in the Company’s recent public sale of [·] shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to [·] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company.  The [waiver] [release] will take effect on [·], 20[·], and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

PERFORMANCE HEALTH HOLDINGS CORP.

Performance Health Holdings Corp., a Delaware corporation (the “Corporation”), hereby certifies that this Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), and that:

A.            The name of the Corporation is: Performance Health Holdings Corp.

B.            The original Certificate of Incorporation of the Corporation was filed with the Secretary of the State of Delaware on October 4, 2012 (the “Original Certificate of Incorporation”), and was amended and restated on October 11, 2012 (the “Amended and Restated Certificate of Incorporation”).

C.            The Amended and Restated Certificate of Incorporation was amended on September 1, 2015 (collectively with the Amended and Restated Certificate of Incorporation, the “Existing Certificate of Incorporation”).

C.            This Second Amended and Restated Certificate of Incorporation amends and restates the Existing Certificate of Incorporation of the Corporation, as amended.

D.            The Certificate of Incorporation upon the filing of this Second Amended and Restated Certificate of Incorporation, shall read as follows:

ARTICLE I — NAME

The name of the corporation is Performance Health Holdings Corp. (the “Corporation”).

ARTICLE II — REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington 19808, County of New Castle.  The name of the Corporation’s registered agent at such address is Corporation Services Company.

ARTICLE III — PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV — CAPITALIZATION

(a)           Authorized Shares.  The total number of shares of stock which the Corporation shall have authority to issue is 100,000,000 shares, consisting of 90,000,000 shares of Common Stock, par value $0.0001 per share (“Common Stock”) and 10,000,000 shares of Preferred Stock, par value $0.0001 per share (“Preferred Stock”).

(b)           Preferred Stock.  Shares of Preferred Stock may be issued in one or more series, from time to time, with each such series to consist of such number of shares and to have such voting powers relative to other classes of Preferred Stock, if any, or Common Stock, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors of the Corporation, and the Board of Directors is hereby expressly vested with the authority, to the full extent now or hereafter provided by applicable law, to adopt any such resolution or resolutions.

(c)           Voting.  Each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Second Amended and Restated Certificate of Incorporation (including, but not limited to, any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Second Amended and Restated Certificate of Incorporation (including, but not limited to, any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

(d)           No Class Vote On Changes In Authorized Number of Shares Of Preferred Stock.  Subject to the rights of the holders of any series of Preferred Stock pursuant to the terms of this Second Amended and Restated Certificate of Incorporation, any certificate of designations or any resolution or resolutions providing for the issuance of such series of stock adopted by the Board of Directors, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock irrespective of the provisions of Section 242(b)(2) of the DGCL.

ARTICLE V — BOARD OF DIRECTORS

(a)           Number of Directors; Vacancies and Newly Created Directorships.  The number of directors constituting the Board of Directors shall be not fewer than three (3) and not more than fifteen (15), each of whom shall be a natural person.  All elections of directors shall be determined by a plurality of the votes cast.  The number of directors initially shall be seven (7).  However, until the date that PHW Equity Investors, L.P. and its respective successors, Transferees and Affiliates (collectively, the “Sponsor Entities”) own less than a majority of our then outstanding Common Stock (the “Trigger Date”), the size of the Board of Directors will be determined by the affirmative vote of at least a majority of the Corporation’s then outstanding Common Stock, provided that, such vote shall only be required if the approval of the Board of Directors to determine the number of directors does not include a majority of the directors

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affiliated with the Sponsor Entities. Subject to the previous sentence and to the special rights of the holders of any class or series of stock to elect directors, the precise number of directors shall be fixed exclusively pursuant to a resolution adopted by the Board of Directors.  Vacancies and newly-created directorships shall be filled exclusively pursuant to a resolution adopted by a vote of a majority of the directors then in office, even if less than a quorum. However, until the Trigger Date, if the resolution filling any vacancies does not receive approval from a majority of directors affiliated with the Sponsor Entities, vacancies will be filled by the affirmative vote of at least a majority of our then outstanding Common Stock.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of his or her successor and to his or her earlier death, resignation or removal.  “Affiliate” means, with respect to any Person that controls, is controlled by, or is under common control with such Person; the term “control,” as used in this definition means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and “controlled” and “controlling” have meanings correlative to the foregoing.  “Person” means an individual, any general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity.  “Transferee” means any Person who (i) becomes a beneficial owner of Common Stock upon having purchased such shares of Common Stock from a Sponsor Entity or an investment fund affiliated with a Sponsor Entity and (ii) is designated in writing by the transferor as a “Transferee” and a copy of such writing is provided to the Corporation at or prior to the time of such purchase; provided, however, that a purchaser of Common Stock in a registered offering or in a transaction effected pursuant to Rule 144 under the Securities Act of 1933, as amended, (or any similar or successor provision thereof) shall not be a “Transferee.”  For the purpose of this Second Amended and Restated Certificate of Incorporation “beneficial ownership” shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b)           Classified Board of Directors.  Subject to the special right of the holders of any class or series of stock to elect directors, the Board of Directors shall be classified with respect to the time for which directors severally hold office into three classes, as nearly equal in number as practicable.  Upon the effectiveness of this Second Amended and Restated Certificate of Incorporation, pursuant to Delaware General Corporation Law Section 141(d), the Board of Directors shall assign members of the Board of Directors already in office into the respective classes.  The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders of the Corporation following the filing of this Second Amended and Restated Certificate of Incorporation; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the filing of this Second Amended and Restated Certificate of Incorporation; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders following the filing of this Second Amended and Restated Certificate of Incorporation.  Each director in each class shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or

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removal.  At each annual meeting of stockholders beginning with the first annual meeting of stockholders following the filing of this Second Amended and Restated Certificate of Incorporation, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders to be held in the third year following the year of their election, with each director in each such class to hold office until his or her successor is duly elected and qualified or until his or her death, resignation or removal.  If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly as practicable and such apportionment shall be determined by the Board of Directors.

(c)           Removal.  Subject to the rights of the holders of any series of Preferred Stock to elect and remove directors, the directors of the Corporation may be removed only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose; provided, however, that until the Trigger Date, the directors of the Corporation may be removed with or without cause by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE VI — LIMITATION OF DIRECTOR LIABILITY; INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

(a)           Limitation of Director Liability.  To the fullest extent that the DGCL or any other law of the State of Delaware (as they exist on the date hereof or as they may hereafter be amended) permits the limitation or elimination of the liability of directors, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.  No amendment to, or modification or repeal of, this Article VI(a) shall adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such amendment, modification or repeal.  If, after this Second Amended and Restated Certificate of Incorporation is filed with the Secretary of State of Delaware, the DGCL or such other law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL or such other law, as so amended.

(b)           Indemnification and Advancement of Expenses.  The Corporation shall indemnify and advance expenses to, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnitee”) who was or is made, or is threatened to be made, a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director of the Corporation or, while a director of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, member, trustee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise (including, but not limited to, service with respect to employee benefit plans), against all liability and loss suffered (including, but not limited to, expenses (including, but not limited to, attorneys’

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fees and expenses), judgments, fines and amounts paid in settlement and reasonably incurred by such Indemnitee).  Notwithstanding the preceding sentence, the Corporation shall be required to indemnify, or advance expenses to, an Indemnitee in connection with a Proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such Proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors of the Corporation or the Proceeding (or part thereof) relates to the enforcement of the Corporation’s obligations under this Article VI(b).

(c)           Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who covered by the DGCL, or who was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, non-profit entity or other enterprise (including, but not limited to, service with respect to employee benefit plans), against any liability asserted against the person and incurred by the person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VI.

(d)           Non-Exclusivity of Rights.  The indemnification provided by this Article VI is not exclusive of other indemnification rights arising under any bylaw, agreement, vote of directors or stockholders or otherwise, and shall inure to the benefit of the heirs and legal representatives of such Indemnitee.

(e)           Fulfillment of Standard of Conduct.  Any Indemnitee shall be deemed to have met the standard of conduct required for such indemnification unless the contrary has been established by a final, non-appealable judgment by a court of competent jurisdiction.

(f)            Indemnification Priority.  As between the Corporation and affiliates of the Corporation (other than its direct or indirect subsidiaries) who provide indemnification to the Indemnitees for their service to, or on behalf of, the Corporation (collectively, the “Affiliates Indemnitors”) (i) the Corporation is the indemnitor of first resort with respect to all claims indemnifiable pursuant to Article VI(b) against any such Indemnitee (i.e., the Corporation’s obligations to such Indemnitees are primary and any obligation of any Affiliate Indemnitor to advance expenses or to provide indemnification for the same loss or liability incurred by such Indemnitees is secondary), (ii) the Corporation shall be required to advance the full amount of expenses incurred by any such Indemnitee and shall be liable for the full amount of all liability and loss suffered by such Indemnitee (including, but not limited to, expenses (including, but not limited to, attorneys’ fees and expenses), judgments, fines and amounts paid in settlement and reasonably incurred by such Indemnitee), without regard to any rights any such Indemnitee may have against any Affiliate Indemnitor, and (iii) the Corporation irrevocably waives, relinquishes and releases each Affiliate Indemnitor from any and all claims against such Affiliate Indemnitor for contribution, subrogation or any other recovery of any kind in respect thereof.  The Corporation shall indemnify each Affiliate Indemnitor directly for any amounts that such Affiliate Indemnitor pay as indemnification or advancement on behalf of any such Indemnitee and for which such Indemnitee may be entitled to indemnification from the Corporation pursuant to Article VI(b).  No advancement or payment by any Affiliate Indemnitor on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Corporation shall affect the foregoing and the Affiliate Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Corporation.

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ARTICLE VII — MEETINGS OF STOCKHOLDERS

(a)           No Action by Written Consent.  From and after the Trigger Date, any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

(b)           Special Meetings of Stockholders.  Subject to the rights of the holders of any series of Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only (a) by or at the direction of the chairman of the Board of Directors or any vice-chairman, (b) by or at the direction of the Board of Directors pursuant to a written resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies, or (c) prior to the Trigger Date, by the Secretary of the Corporation at the request of the holders of at least a majority of the Corporation’s then outstanding shares of Common Stock.  Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of the meeting.

(c)           Election of Directors by Written Ballot.  Election of directors need not be by written ballot.

ARTICLE VIII — AMENDMENTS TO THE
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS

(a)           Bylaws.  In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation subject to the power of the stockholders of the Corporation entitled to vote with respect thereto to make, alter, amend or repeal the bylaws both before and after the Trigger Date; provided, that with respect to the powers of stockholders entitled to vote with respect thereto to make, alter, amend or repeal the bylaws, from and after the Trigger Date, in addition to any other vote otherwise required by law, the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote with respect thereto, voting together as a single class, shall be required to make, alter, amend or repeal the bylaws of the Corporation.

(b)           Amendments to the Certificate of Incorporation.  The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation both before and after the Trigger Date, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation.  Notwithstanding anything to the contrary contained in this Restated Certificate of Incorporation, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, from and after the Trigger Date, no provision of Article V, Article VI, paragraphs (a) and (b) of Article VII, Article VIII and Article IX may be altered, amended or repealed in any respect, nor may any provision or bylaw inconsistent therewith be adopted, unless, in addition to any other vote required by this Restated Certificate of Incorporation or otherwise required by law, such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of the

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outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose.

ARTICLE IX — RENOUNCEMENT OF CORPORATE OPPORTUNITY

(a)           Scope.  The provisions of this Article IX are set forth to define, to the extent permitted by applicable law, the duties of Exempted Persons (as defined below) to the Corporation with respect to certain classes or categories of business opportunities.  “Exempted Persons” means each of the Sponsor Entities (other than the Corporation and its subsidiaries) and all of their respective partners, principals, directors, officers, members, managers and/or employees, including any of the foregoing who serve as officers or directors of the Corporation.

(b)           Competition and Allocation of Corporate Opportunities.  The Exempted Persons shall not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries.  To the fullest extent permitted by applicable law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Exempted Person shall have no duty to communicate or offer such business opportunity to the Corporation (and there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the Corporation and the industry in which it operates which it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, voting, monitoring, governance or other decisions relating to other entities or securities) and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of its subsidiaries or stockholders for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries, or uses such knowledge and understanding in the manner described herein.

(c)           Amendment of this Article.  No amendment or repeal of this Article IX in accordance with the provisions of paragraph (b) of Article VIII shall apply to or have any effect on the liability or alleged liability of any Exempted Person for or with respect to any activities or opportunities of which such Exempted Person becomes aware prior to such amendment or repeal.  This Article IX shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Second Amended and Restated Certificate of Incorporation, the Corporation’s bylaws or applicable law.

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ARTICLE X — EXCLUSIVE JURISDICTION FOR CERTAIN ACTIONS

(a)           Exclusive Forum.  Unless the Board of Directors or one of its committees otherwise approves, in accordance with Section 141 of the DGCL, this Second Amended and Restated Certificate of Incorporation and the bylaws of the Corporation, to the selection of an alternate forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL or the Corporation’s Second Amended and Restated Certificate of Incorporation or bylaws, (iv) any action to interpret, apply, enforce or determine the validity of this Second Amended and Restated Certificate of Incorporation or the bylaws of the Corporation or (v) any action asserting a claim against the Corporation governed by the internal affairs doctrine (each, a “Covered Proceeding”).

(b)           Personal Jurisdiction. If any action the subject matter of which is a Covered Proceeding is filed in a court other than the Court of Chancery of the State of Delaware, or, where permitted in accordance with paragraph (a) above, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (each, a “Foreign Action”) in the name of any person or entity (a “Claiming Party”) without the prior approval of the Board of Directors or one of its committees in the manner described in paragraph (a) above, such Claiming Party shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware, or, where applicable, the Superior Court of the State of Delaware and the United States District Court for the District of Delaware, in connection with any action brought in any such courts to enforce paragraph (a) above (an “Enforcement Action”) and (ii) having service of process made upon such Claiming Party in any such Enforcement Action by service upon such Claiming Party’s counsel in the Foreign Action as agent for such Claiming Party.

(c)           Notice and Consent. Any person or entity purchasing or otherwise acquiring any interest in the shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X and waived any argument relating to the inconvenience of the forums reference above in connection with any Covered Proceeding.

ARTICLE XI — SEVERABILITY

If any provision or provisions of this Second Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Second Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Second Amended and Restated Certificate of Incorporation containing any such provision held to

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be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Second Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Second Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

[remainder of page intentionally left blank — signature page follows]

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IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Amended and Restated Certificate of Incorporation to be executed by the officer below this      day of           ,     .

PERFORMANCE HEALTH HOLDINGS CORP.

By:

Name:

Title:

EX-3.2

Exhibit 3.2

PERFORMANCE HEALTH HOLDINGS CORP. (the “Corporation”)

AMENDED & RESTATED BYLAWS

SECTION 1 - STOCKHOLDERS

Section 1.1.  Annual Meeting.  An annual meeting of the stockholders for the election of directors to succeed those whose term expire and for the transaction of such other business as may properly come before the meeting shall be held at the place, if any, within or without the State of Delaware, on the date and at the time that the Board of Directors of the Corporation (the “Board of Directors”) shall each year fix.  Unless stated otherwise in the notice of the annual meeting of the stockholders of the Corporation, such annual meeting shall be at the principal office of the Corporation.

Section 1.2.  Advance Notice of Nominations and Proposals of Business.

(a)           Nominations of persons for election to the Board of Directors and proposals for other business to be transacted by the stockholders at an annual meeting of stockholders may be made (i) pursuant to the Corporation’s notice with respect to such meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of record of the Corporation who (A) was a stockholder of record at the time of the giving of the notice contemplated in Section 1.2(b), (B) is entitled to vote at such meeting and (C) has complied with the notice procedures set forth in this Section 1.2.  Subject to Section 1.2(i) and except as otherwise required by law, clause (iii) of this Section 1.2(a) shall be the exclusive means for a stockholder to make nominations or propose other business (other than matters properly brought pursuant to applicable provisions of federal law, including the Securities Exchange Act of 1934 (as amended from time to time, the “Act”) and the rules and regulations of the Securities and Exchange Commission thereunder) before an annual meeting of stockholders.

(b)           Except as otherwise required by law, for nominations or proposals to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 1.2(a), (i) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation with the information contemplated by Section 1.2(c) including, where applicable, delivery to the Corporation of timely and completed questionnaires as contemplated by Section 1.2(c), and (ii) the business must be a proper matter for stockholder action under the General Corporation Law of the State of Delaware (the “DGCL”).  The notice requirements of this Section 1.2 shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Act and such stockholder’s proposal has been included in a proxy statement prepared by the Corporation to solicit proxies for such annual meeting.

(c)           To be timely for purposes of Section 1.2(b), a stockholder’s notice must be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation on a date (i) not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the prior year’s annual meeting or (ii) if

there was no annual meeting in the prior year or if the date of the current year’s annual meeting is more than 30 days before or after the anniversary date of the prior year’s annual meeting, on or before the 10th day after the day on which the date of the current year’s annual meeting is first disclosed in a public announcement.  In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the delivery of such notice.  Such notice from a stockholder must state (i) as to each nominee that the stockholder proposes for election or reelection as a director, (A) all information relating to such nominee that would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Act and such nominee’s written consent to serve as a director if elected, and (B) a description of all direct and indirect compensation and other material monetary arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between or concerning such stockholder, any Stockholder Associated Person (as defined below) or any of their respective affiliates or associates, on the one hand, and the proposed nominee or any of his or her affiliates or associates, on the other hand; (ii) as to each proposal that the stockholder seeks to bring before the meeting, a brief description of such proposal, the reasons for making the proposal at the meeting, the text of the proposal (including the text of any resolutions proposed for consideration and in the event that it includes a proposal to amend the bylaws of the Corporation, the language of the proposed amendment) and any material interest that the stockholder has in the proposal; and (iii) (A) the name and address of the stockholder giving the notice and the Stockholder Associated Persons, if any, on whose behalf the nomination or proposal is made, (B) the class (and, if applicable, series) and number of shares of stock of the Corporation that are, directly or indirectly, owned beneficially or of record by the stockholder or any Stockholder Associated Person, (C) any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class (or, if applicable, series) of shares of stock of the Corporation or with a value derived in whole or in part from the value of any class (or, if applicable, series) of shares of stock of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (each, a “Derivative Instrument”) directly or indirectly owned beneficially or of record by such stockholder or any Stockholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of stock of the Corporation of the stockholder or any Stockholder Associated Person, (D) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or any Stockholder Associated Person has a right to vote any securities of the Corporation, (E) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or any Stockholder Associated Person is a general partner or beneficially owns, directly or indirectly, an interest in a general partner, (F) any performance-related fees (other than an asset-based fee) that such stockholder or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of the shares of stock of the Corporation or Derivative Instruments, (G) any other information relating to such stockholder or any Stockholder Associated Person, if any, required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Act and the rules and regulations of the Securities and Exchange Commission thereunder, (H) a representation that the

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stockholder is a holder of record of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (I) a certification as to whether or not the stockholder and all Stockholder Associated Persons, have complied with all applicable federal, state and other legal requirements in connection with the stockholder’s and each Stockholder Associated Person’s acquisition of shares of capital stock or other securities of the Corporation and the stockholder’s and each Stockholder Associated Person’s acts or omissions as a stockholder (or beneficial owner of securities) of the Corporation, and (J) whether the stockholder intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares reasonably believed by such stockholder to be sufficient to elect such nominee or nominees or otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination.  For purposes of these bylaws, a “Stockholder Associated Person” of any stockholder means (i) any “affiliate” or “associate” (as those terms are defined in Rule 12b-2 under the Act) of such stockholder, (ii) any beneficial owner of any capital stock or other securities of the Corporation owned of record or beneficially by such stockholder, (iii) any person directly or indirectly controlling, controlled by or under common control with any such Stockholder Associated Person referred to in clause (i) or (ii) above, and (iv) any person acting in concert in respect of any matter involving the Corporation or its securities with either such stockholder or any beneficial owner of any capital stock or other securities of the Corporation owned of record or beneficially by such stockholder.  In addition, in order for a nomination to be properly brought before an annual or special meeting by a stockholder pursuant to clause (iii) of Section 1.2(a), any nominee proposed by a stockholder shall complete a questionnaire, in a form provided by the Corporation, and deliver a signed copy of such completed questionnaire to the Corporation within 10 days of the date that the Corporation makes available to the stockholder seeking to make such nomination or such nominee the form of such questionnaire.  The Corporation may require any proposed nominee to furnish such other information as may be reasonably requested by the Corporation to determine the eligibility of the proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of the nominee.  The information required to be included in a notice pursuant to this Section 1.2(c) shall be provided as of the date of such notice and shall be supplemented by the stockholder not later than 10 days after the record date for the determination of stockholders entitled to notice of the meeting to disclose any changes to such information as of the record date.  The information required to be included in a notice pursuant to this Section 1.2(c) shall not include any ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is directed to prepare and submit the notice required by this Section 1.2(c) on behalf of a beneficial owner of the shares held of record by such broker, dealer, commercial bank, trust company or other nominee and who is not otherwise affiliated or associated with such beneficial owner.

(d)           Subject to the certificate of incorporation of the Corporation (the “Certificate of Incorporation”), Section 1.2(i) and applicable law, only persons nominated in accordance with procedures stated in this Section 1.2 shall be eligible for election as and to serve as members of the Board of Directors and the only business that shall be conducted at an annual meeting of stockholders is the business that has been brought before the meeting in accordance with the procedures set forth in this Section 1.2.  The chairman of the meeting shall have the

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power and the duty to determine whether a nomination or any proposal has been made according to the procedures stated in this Section 1.2 and, if any nomination or proposal does not comply with this Section 1.2, unless otherwise required by law, the nomination or proposal shall be disregarded.

(e)           For purposes of this Section 1.2, “public announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable news service or in a document publicly filed or furnished by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Act.

(f)            Notwithstanding the foregoing provisions of this Section 1.2, a stockholder shall also comply with applicable requirements of the Act and the rules and regulations thereunder with respect to matters set forth in this Section 1.2.  Nothing in this Section 1.2 shall affect any rights, if any, of stockholders to request inclusion of nominations or proposals in the Corporation’s proxy statement pursuant to applicable provisions of federal law, including the Act.

(g)           Notwithstanding the foregoing provisions of this Section 1.2, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business or does not provide the information required by Section 1.2(c), including any required supplement thereto, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.  For purposes of this Section 1.2, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(h)           Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.  Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or any committee thereof or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 1.2 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting upon such election and who complies with the notice procedures set forth in this Section 1.2.  In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (b) of this Section 1.2 shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of

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business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.  In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(i)            All provisions of this Section 1.2 are subject to, and nothing in this Section 1.2 shall in any way limit the exercise, or the method or timing of the exercise of, the rights of any person granted by the Corporation to nominate directors, which rights may be exercised without compliance with the provisions of this Section 1.2.

Section 1.3.  Special Meetings; Notice.

Special meetings of the stockholders of the Corporation may be called only in the manner set forth in the certification of incorporation of the Corporation.  Notice of every special meeting of the stockholders of the Corporation shall state the purpose of such meeting.  Except as otherwise required by law, the business conducted at a special meeting of stockholders of the Corporation shall be limited exclusively to the business set forth in the Corporation’s notice of meeting, and the individual or group calling such meeting shall have exclusive authority to determine the business included in such notice.

Section 1.4.  Notice of Meetings.

Notice of the place, if any, date and time of all meetings of stockholders of the Corporation, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed present and vote at such meeting, and, in the case of all special meetings of stockholders, the purpose of the meeting, shall be given, not less than 10 nor more than 60 days before the date on which such meeting is to be held, to each stockholder entitled to notice of the meeting.

The Corporation may postpone or cancel any previously called annual or special meeting of stockholders of the Corporation by making a public announcement (as defined in Section 1.2(e)) of such postponement or cancellation prior to the meeting.  When a previously called annual or special meeting is postponed to another time or place, if any, notice of the place (if any), date and time of the postponed meeting, the record date for determining stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and the means of remote communications, if any, by which stockholders and proxy holders may be deemed present and vote at such postponed meeting, shall be given in conformity with this Section 1.4 unless such meeting is postponed not more than 60 days after initial notice of the meeting was provided in conformity with this Section 1.4.

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 30 days, a notice of the adjourned meeting

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shall be given to each stockholder of record entitled to vote at the meeting, or if after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting the Board of Directors shall fix a new record date for notice of such adjourned meeting in conformity herewith and such notice shall be given to each stockholder of record entitled to vote at such adjourned meeting as of the record date for notice of such adjourned meeting. At any adjourned meeting, any business may be transacted that may have been transacted at the original meeting.

Section 1.5.  Quorum.

At any meeting of the stockholders, the holders of shares of stock of the Corporation entitled to cast a majority of the total votes entitled to be cast by the holders of all outstanding capital stock of the Corporation, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number is required by applicable law or the Certificate of Incorporation.  If a separate vote by one or more classes or series is required, the holders of shares entitled to cast a majority of the total votes entitled to be cast by the holders of the shares of the class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting may adjourn the meeting to another place, if any, date and time.

Section 1.6.  Organization.

The Chairman of the Board or, in his or her absence, the person whom the Board of Directors designates or, in the absence of that person or the failure of the Board of Directors to designate a person, the Chief Executive Officer of the Corporation or, in his or her absence, the person chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders of the Corporation and act as chairman of the meeting.  In the absence of the Secretary of the Corporation, the secretary of the meeting shall be the person the chairman appoints.

Section 1.7.  Conduct of Business.

The chairman of any meeting of stockholders of the Corporation shall determine the order of business and the rules of procedure for the conduct of such meeting, including the manner of voting and the conduct of discussion as he or she determines to be in order.  The chairman shall have the power to adjourn the meeting to another place, if any, date and time.  The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

Section 1.8.  Proxies; Inspectors.

(a)           At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by applicable law.

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(b)           Prior to a meeting of the stockholders of the Corporation, the Corporation shall appoint one or more inspectors to act at a meeting of stockholders of the Corporation and make a written report thereof.  The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by applicable law, shall, appoint one or more inspectors to act at the meeting.  Each inspector, before beginning the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.  The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of inspectors.  The inspectors shall have the duties prescribed by applicable law.

Section 1.9.  Voting.

Except as otherwise required by applicable law or by the certificate of incorporation of the Corporation, all matters other than the election of directors shall be determined by a majority of the votes cast on the matter affirmatively or negatively.  All elections of directors shall be determined by a plurality of the votes cast.

Section 1.10.  Stock List.

A complete list of stockholders of the Corporation entitled to vote at any meeting of stockholders of the Corporation, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in the name of such stockholder, shall be open to the examination of any such stockholder, for any purpose germane to a meeting of the stockholders of the Corporation, for a period of at least ten (10) days before the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours at the principal place of business of the Corporation; provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before such meeting date.

The stock list shall also be open to the examination of any such stockholder during the entire meeting.  The Corporation may look to this list as the sole evidence of the identity of the stockholders entitled to vote at a meeting and the number of shares held by each stockholder.

SECTION 2 - BOARD OF DIRECTORS

Section 2.1.  General Powers and Qualifications of Directors.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.  In addition to the powers and authorities these bylaws expressly confer upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the DGCL or by the Certificate of Incorporation or by these bylaws required to be exercised or done by the stockholders.  Directors need not be stockholders of the Corporation to be qualified for election or service as a director of the Corporation.

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Section 2.2.  Removal; Resignation.

The directors of the Corporation may be removed only in accordance with the Certificate of Incorporation and the DGCL.  Any director may resign at any time upon notice given in writing, including by electronic transmission, to the Corporation.

Section 2.3.  Regular Meetings.

Regular meetings of the Board of Directors shall be held at the place (if any), on the date and at the time as shall have been established by the Board of Directors and publicized among all directors.  A notice of a regular meeting, the date of which has been so publicized, shall not be required.

Section 2.4.  Special Meetings.

Special meetings of the Board of Directors may be called by the Chief Executive Officer or by two or more directors then in office and shall be held at the place, if any, on the date and at the time as he, she or they shall fix.  Notice of the place, if any, date and time of each special meeting shall be given to each director either (a) by mailing written notice thereof not less than five days before the meeting, or (b) by telephone, facsimile or electronic transmission providing notice thereof not less than twenty-four hours before the meeting.  Unless otherwise stated in the notice thereof, any and all business may be transacted at a special meeting of the Board of Directors.

Section 2.5.  Quorum.

At any meeting of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for all purposes.  If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, if any, date or time, without further notice or waiver thereof.

Section 2.6.  Participation in Meetings By Conference Telephone or Other Communications Equipment.

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of the Board of Directors or committee thereof by means of conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other director, and such participation shall constitute presence in person at the meeting.

Section 2.7.  Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in the order and manner that the Board of Directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided in the certificate of incorporation of the Corporation or these bylaws or required by applicable law.  The Board of Directors or any committee thereof may take action without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or

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writings, or electronic transmission or electronic transmissions, are filed with the minutes of proceedings of the Board of Directors or any committee thereof. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.8. Compensation of Directors.

The Board of Directors shall be authorized to fix the compensation of directors. The directors of the Corporation shall be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be reimbursed a fixed sum for attendance at each meeting of the Board of Directors, paid an annual retainer or paid other compensation, including equity compensation, as directors of the Corporation. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees may be paid compensation for attending committee meetings and/or have their expenses, if any, of attendance of each meeting of such committee reimbursed.

SECTION 3 - COMMITTEES

Section 3.1. Committees of the Board of Directors.

The Board of Directors may designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees, appoint a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

SECTION 4 - OFFICERS

Section 4.1. Generally.

The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and other officers as may from time to time be appointed by the Board of Directors. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person. The salaries of officers appointed by the Board of Directors shall be fixed from time to time by the Board of Directors or a committee thereof or by the officers as may be designated by resolution of the Board of Directors.

Section 4.2. Chief Executive Officer

Unless otherwise determined by the Board of Directors, the Chief Executive Officer shall have the powers and perform the duties incident to that position. Subject to the powers of the Board of Directors, the Chief Executive Officer shall be in general and active charge of the entire

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business and affairs of the Corporation, and shall be its chief policy making officer. The Chief Executive Officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or provided in these bylaws. The Chief Executive Officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The Chief Executive Officer shall have general supervision and direction of all of the other officers, employees and agents of the Corporation, subject in all cases to the orders and resolutions of the Board of Directors.

Section 4.3. President.

The Chief Executive Officer shall be the President of the Corporation unless the Board shall have designated one individual as the President and a different individual as the Chief Executive Officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, and subject to the supervisory powers of the Chief Executive Officer (if the Chief Executive Officer is an officer other than the President), and subject to such supervisory powers and authority as may be given by the Board to the Chairperson of the Board, and/or to any other officer, the President shall have the responsibility for the general management and control of the business and affairs of the Corporation and the general supervision and direction of all of the officers, employees and agents of the Corporation (other than the Chief Executive Officer, if the Chief Executive Officer is an officer other than the President), shall perform all duties and have all powers that are commonly incident to the office of President or that are delegated to the President by the Board of Directors.

Section 4.4. Vice President.

Each Vice President shall have the powers and duties delegated to him or her by the Board of Directors or the President. One Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

Section 4.5. Chief Financial Officer.

The Chief Financial Officer shall be the Treasurer of the Corporation unless the Board shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board and the President, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer, or as the Board may from time to time prescribe.

Section 4.6. Treasurer.

The Treasurer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors or the President. The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation. The President or Chief Executive Officer may direct the Treasurer to assume and perform the duties of the Chief Financial Officer in the absence or

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disability of the Chief Financial Officer. The Treasurer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 4.7. Secretary and Assistant Secretaries.

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have charge of the corporate books and shall perform other duties as the Board of Directors may from time to time prescribe.

Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary, (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary.

Section 4.8. Delegation of Authority.

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 4.9. Removal.

The Board of Directors may remove any officer of the Corporation at any time, with or without cause.

Section 4.10. Action with Respect to Securities of Other Companies.

Unless otherwise directed by the Board of Directors, the President, or Chief Executive Officer if such office is held by a person other than the President, or any officer of the Corporation authorized by the President or Chief Executive Officer, as applicable, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders or equityholders of, or with respect to any action of, stockholders or equityholders of any other entity in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other entity.

SECTION 5 - STOCK

Section 5.1. Certificates of Stock.

Shares of the capital stock of the Corporation will be uncertificated, as permitted by the DGCL.

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Section 5.2. Regulations.

The issue, transfer, conversion and registration of certificates of stock of the Corporation shall be governed by other regulations as the Board of Directors may establish.

Section 5.3. Record Date.

(a)           In order for the Corporation to determine the stockholders of the Corporation entitled to notice of any meeting of stockholders of the Corporation, the Board of Directors may, except as otherwise required by applicable law, fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than 60 nor less than 10 days before the date of any meeting of stockholders. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders of the Corporation shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b)           A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders of the Corporation shall apply to any postponement or adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for determination of the stockholders entitled to vote at a postponed or adjourned meeting, and in such case shall also fix the record date of the stockholders entitled to notice of such postponed or adjourned meeting at the same or on an earlier date as that fixed for determination of the stockholders entitled to vote at the postponed or adjourned meeting.

(c)           In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not be more than 60 days prior to such other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 6 - NOTICES

Section 6.1. Notices.

Except as otherwise provided herein or permitted by applicable law, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the Corporation. If mailed, notice to a stockholder of the Corporation shall be deemed given when deposited in the mail, postage prepaid, directed to a stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders or to directors, any notice to stockholders or directors of the Corporation may be

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given by electronic transmission, provided that notice to stockholders by electronic transmission shall be given in the manner provided in Section 232 of the DGCL.

Section 6.2. Waivers.

A written waiver of any notice, signed by a stockholder or director, or a waiver by electronic transmission by such person or entity, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person or entity. Neither the business nor the purpose of any meeting need be specified in the waiver. Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 7 - MISCELLANEOUS

Section 7.1. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary, Assistant Treasurer or the Chief Financial Officer.

Section 7.2. Reliance upon Books, Reports, and Records.

Each director and each member of any committee designated by the Board of Directors of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books and records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers, agents or employees, or committees of the Board of Directors so designated, or by any other person or entity as to matters which such director or committee member reasonably believes are within such other person’s or entity’s professional or expert competence and that has been selected with reasonable care by or on behalf of the Corporation.

Section 7.3. Fiscal Year.

The fiscal year of the Corporation shall end on the 30th day in April of each year, or such other day as the Board of Directors may designate.

Section 7.4. Time Periods.

In applying any provision of these bylaws that requires that an act be done or not be done a specified number of days before an event or that an act be done during a specified number of days before an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

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SECTION 8 - AMENDMENTS

These bylaws may be altered, amended or repealed in accordance with the Certificate of Incorporation and the DGCL.

SECTION 9 - SEVERABILITY

If any provision or provisions of these bylaws shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of these bylaws (including, without limitation, each portion of any paragraph of these bylaws containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of these bylaws (including, without limitation, each such portion of any paragraph of these bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

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EX-10.1

Exhibit 10.1

PERFORMANCE HEALTH HOLDINGS CORP.

2012 EQUITY INCENTIVE PLAN

(FORMERLY PHW HOLDINGS, INC. 2012 EQUITY INCENTIVE PLAN)

1.DEFINED TERMS

Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.

2.PURPOSE

The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock-based and other incentive Awards.

3.ADMINISTRATION

The Administrator has discretionary authority, subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the Plan.  Determinations of the Administrator made under the Plan will be conclusive and will bind all parties.

4.LIMITS ON AWARDS UNDER THE PLAN

(a)Number of Shares.  A maximum of 107,823 shares of Stock may be delivered in satisfaction of Awards under the Plan.  The number of shares of Stock delivered in satisfaction of Awards, for purposes of the preceding sentence, will be determined net of shares of Stock withheld by the Company in payment of the exercise price of the Award or in satisfaction of tax withholding requirements with respect to the Award and, for the avoidance of doubt, without including any shares of Stock underlying Awards that are settled in cash, that otherwise expire or become unexercisable without having been exercised, or that are forfeited to or repurchased by the Company for cash.  To the extent consistent with the requirements of Section 422, Stock issued under awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition will not reduce the number of shares available for Awards under the Plan.  Notwithstanding any provision of the Plan to the contrary, immediately prior to a Covered Transaction, the Board shall grant to those Participants as the Board may determine in consultation with the Chief Executive Officer of the Company participation in a cash bonus plan with an aggregate pre-tax payout to such Participants in an amount equal to the amount that would be paid to such Participants under this Plan if Stock Options equal to the positive difference, if any, between (i) the number set forth in the first sentence of this Section 4(a) and (ii) the sum of (A) the total number of Stock Options outstanding under the Plan on the date of such Covered Transaction (which, for the avoidance of doubt, shall include any shares of Stock that have become available for reissuance pursuant to this Section 4(a)) and (B) the total number of shares of Stock that have been issued in respect of Stock Options that have been exercised prior to the date of such Covered Transaction, had been granted to such Participants immediately prior to a Covered Transaction with an exercise price equal to $10.00, which for the avoidance of doubt reflects a reduction of $90.00 per share in connection with the Company’s 2015 one-time

cash distribution, and on vesting terms identical to the vesting terms of the Stock Options granted to management on October 11, 2012.  Any payments made pursuant to such cash bonus plan shall be paid at the same times and in the same amounts as if the Participant had been granted Stock Options on the terms of the Stock Options granted to management on October 11, 2012 and the Administrator shall be entitled to make any and all adjustments necessary in respect of the payments under the cash bonus plan to comply with applicable law or to avoid the incurrence of any excise tax under Section 409A.

(b)Type of Shares.  Stock delivered by the Company under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company.  Fractional shares of Stock may be delivered under the Plan unless the Company has a class of shares registered on a National Securities Exchange.  All Stock issued by the Company under the Plan  will be designated Management Shares and, accordingly, holders of such Management Shares will have the rights and obligations as set forth in the Stockholders Agreement.

5.ELIGIBILITY AND PARTICIPATION

The Administrator will select Participants from among those key Employees and directors of, and consultants and advisors to, the Company and its subsidiaries who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its subsidiaries.  Eligibility for Stock Options is limited to individuals described in the first sentence of this Section 5 who are providing direct services on the date of grant of the Stock Option to the Company or to a subsidiary of the Company that would be described in the first sentence of Treas. Regs. §1.409A-1(b)(5)(iii)(E).

6.RULES APPLICABLE TO AWARDS

(a)All Awards.

(1)Award Provisions.  The Administrator will determine the terms of all Awards, subject to the limitations provided herein.  By accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) an Award, the Participant shall be deemed to have agreed to the terms of the Award and the Plan.  Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the Administrator.

(2)Term of Plan.  No Awards may be made after September 30, 2022, but previously granted Awards may continue beyond that date in accordance with their terms.

(3)Transferability.  Except as the Administrator otherwise expressly provides in accordance with the second sentence of this Section 6(a)(3), no Award may be transferred other than by will or by the laws of descent and distribution and, except as the Administrator otherwise expressly provides in accordance with the second sentence of this Section 6(a)(3), Awards requiring exercise may be exercised only by the Participant or, following death of the Participant, by the Participant’s estate pursuant to Section 6(a)(4)(C). The Administrator may permit Awards to be transferred by gift, subject to the terms of the

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Stockholders Agreement, to the extent applicable, and such other limitations as the Administrator may impose.

(4)Vesting, etc.  The Administrator may determine the time or times at which an Award will vest or become exercisable and the terms on which an Award requiring exercise will remain exercisable.  Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax or other consequences resulting from such acceleration.  Unless the Administrator expressly provides otherwise, however, the following rules will apply if a Participant’s Employment ceases:

(A)Immediately upon the cessation of the Participant’s Employment, each Award requiring exercise that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable and will terminate, except to the extent otherwise provided in (B), (C), (D) or (E) below, and all other Awards that are then held by the Participant or by the Participant’s permitted transferees, if any, to the extent not already vested will be forfeited.

(B)Subject to (C), (D), (E) and (F) below, all Stock Options and SARs held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the lesser of (i) a period of thirty (30) days or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate.

(C)All Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the Participant’s death, to the extent then exercisable, will remain exercisable for the lesser of (i) the one (1) year period ending with the first anniversary of the Participant’s death, or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate.

(D)All Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any, immediately prior to termination of Employment by reason of the Participant’s disability, to the extent then exercisable, will remain exercisable for the lesser of (i) the three month (3) period immediately following the termination of the Participant’s Employment as a result of such disability, or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate.

(E)All Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any, immediately prior to termination of the Participant’s Employment by the Company other than for Cause to the extent then exercisable, will remain exercisable for the lesser of (i) a period of ninety (90) days, or (ii) the period ending on the latest date on which such Stock Option or SAR could have been

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exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate.

(F)All Stock Options and SARs (whether or not vested) held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if the Administrator in its sole discretion determines that such cessation of Employment has resulted for reasons which cast such discredit on the Participant as to justify immediate termination of the Award/in connection with an act or failure to act constituting Cause or such Participant’s Employment could have been terminated for Cause (without regard to the lapsing of any required notice or cure periods in connection therewith) at the time such Participant terminated Employment.

(5)Competing Activity.  The Administrator may cancel, rescind, withhold or otherwise limit or restrict any Award at any time if the Participant is not in compliance with all applicable provisions of the Award agreement and the Plan, or if the Participant breaches any agreement with the Company or its Affiliates with respect to non-competition, non-solicitation or confidentiality.

(6)Taxes.  The delivery, vesting and retention of Stock under an Award are conditioned upon full satisfaction by the Participant of all tax withholding requirements with respect to the Award.  The Administrator will prescribe such rules for the withholding of taxes as it deems necessary.  The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the minimum withholding required by law).

(7)Dividend Equivalents, etc.  The Administrator may provide for the payment of amounts (on terms and subject to conditions established by the Administrator) in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award whether or not the holder of such Award is otherwise entitled to share in the actual dividend or distribution in respect of such Award.  Any entitlement to dividend equivalents or similar entitlements shall be established and administered either consistent with an exemption from, or in compliance with, the requirements of Section 409A.  In addition, any amounts payable in respect of Restricted Stock or Restricted Stock Units may be subject to such limits or restrictions as the Administrator may impose.

(8)Rights Limited.  Nothing in the Plan will be construed as giving any person the right to continued employment or service with the Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan.  The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or any Affiliate to the Participant.

(9)Coordination with Other Plans.  Awards under the Plan may be granted in tandem with, or in satisfaction of or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or its subsidiaries.  For example, but without limiting the generality of the foregoing, awards under other compensatory

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plans or programs of the Company or its subsidiaries may be settled in Stock (including, without limitation, Unrestricted Stock) if the Administrator so determines, in which case the shares delivered will be treated as awarded under the Plan (and will reduce the number of shares thereafter available under the Plan in accordance with the rules set forth in Section 4).

(10)Section 409A.  Each Award may contain such terms as the Administrator determines, and shall be construed and administered, such that the Award either (i) qualifies for an exemption from the requirements of Section 409A, or (ii) satisfies such requirements.

(11)Certain Requirements of Corporate Law.  Awards shall be granted and administered consistent with the requirements of applicable Delaware law relating to the issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading, in each case as determined by the Administrator.

(12)Fair Market Value.  In determining the fair market value of any share of Stock under the Plan, the Administrator shall make the determination in good faith consistent with the rules of Section 422 and Section 409A to the extent applicable.

(13)Stockholders Agreement.  Unless otherwise specifically provided, all Awards issued under the Plan and all Stock issued thereunder will be subject to the Stockholders Agreement to the extent applicable.  No Award will be granted to a Participant and no Stock will be delivered to a Participant, in either case, until the Participant has executed the Stockholders Agreement.  If, notwithstanding this Section (6)(a)(13), a Participant fails to execute the Stockholders Agreement but nevertheless receives Stock Options, upon exercise of such Stock Options, such Participant shall be deemed to have executed the Stockholders Agreement as a holder of Management Shares and thereafter be subject to all of its provisions as such a holder with respect to the shares of the Company’s Stock that he or she received upon the exercise of such Stock Options.

(b)Awards Requiring Exercise.

(1)Time And Manner Of Exercise.  Unless the Administrator expressly provides otherwise, an Award requiring exercise by the holder will not be deemed to have been exercised until the Administrator receives a notice of exercise (in form acceptable to the Administrator), which may be an electronic notice, signed (including electronic signature in form acceptable to the Administrator) by the appropriate person and accompanied by any payment required under the Award.  If the Award is exercised by any person other than the Participant, the Administrator may require satisfactory evidence that the person exercising the Award has the right to do so.

(2)Exercise Price.  The exercise price (or the base value from which appreciation is to be measured) of each Award requiring exercise will be 100% of the fair market value of the Stock subject to the Award, determined as of the date of grant, or such higher amount as the Administrator may determine in connection with the grant.  Awards, once granted, may be repriced only in accordance with the applicable requirements of this Plan, including Section 9.

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(3)Payment Of Exercise Price.  Where the exercise of an Award is to be accompanied by payment, payment of the exercise price shall be by cash or check acceptable to the Administrator, or, if so permitted by the Administrator and if legally permissible, (i) through the delivery of unrestricted shares of Stock that have a fair market value equal to the exercise price, subject to such minimum holding period requirements, if any, as the Administrator may prescribe, (ii) at such time, if any, as the Stock is publicly traded, through a broker-assisted exercise program acceptable to the Administrator, (iii) by other means acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment.  No Award requiring exercise or portion thereof may be exercised unless, at the time of exercise, the fair market value of the shares of Stock subject to such Award or portion thereof exceeds the exercise price for the Award or such portion.  The delivery of shares in payment of the exercise price under clause (i) of the preceding sentence may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe.

(4)Maximum Term.  Awards requiring exercise will have a maximum term not to exceed ten (10) years from the date of grant.

7.EFFECT OF CERTAIN TRANSACTIONS

(a)MERGERS, ETC.

Except as otherwise provided at the time of grant, in the event of a Covered Transaction, the following rules shall apply:

(1)Subject to paragraph (2) below, all outstanding Awards will cease to be exercisable (after any payment or other consideration deemed equitable by the Board for the termination of any vested portion of any Award is made) as of the effective time of the Covered Transaction, provided that the Board may in its sole discretion at or prior to the effective time of the Covered Transaction, (i) make any outstanding Options exercisable in part or in full, (ii) remove any performance or other conditions or restrictions on any Awards, and/or (iii) in the event of a Covered Transaction under the terms of which holders of the Stock of the Company will receive upon consummation thereof a payment (whether cash, non-cash or a combination of the foregoing) for each such share surrendered in the Covered Transaction, make or provide for a payment (whether cash, non-cash or a combination of the foregoing) to the Participant equal to the difference between (A) the fair market value of the Stock (such value to be determined by the Board in its reasonable discretion taking into account such factors as it deems appropriate including without limitation the consideration, if any, paid in such Covered Transaction) times the number of shares of Stock subject to outstanding Awards (to the extent then exercisable at prices not in excess of the fair market value) and (B) the aggregate exercise price of all such outstanding Awards, in exchange for the termination of such Award by action of the Board which may be reflected in a resolution or in a Stock Option certificate or similar instrument or agreement; or

(2)With respect to an outstanding Award held by a Participant, the Board may at or prior to the effective time of the Covered Transaction, in its sole discretion and in lieu of the action described in paragraph 1 above, arrange to have such surviving or acquiring entity

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or affiliate assume or continue any Award held by such Participant outstanding hereunder or grant a replacement Award which, in the judgment of the Board, is substantially equivalent to any Award being replaced.

(3)The Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.

(b)Changes in and Distributions With Respect to Stock.

(1)Basic Adjustment Provisions.  In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in the Company’s capital structure that constitutes an equity restructuring within the meaning of SFAS No. 123(R), the Administrator shall make appropriate adjustments to the maximum number of shares specified in Section 4(a) that may be delivered under the Plan and shall also make appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change.

(2)Certain Other Adjustments.  The Administrator may also make adjustments of the type described in Section 7(b)(1) above to take into account distributions to stockholders other than those provided for in Sections 7(a) and 7(b)(1), or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan and to preserve the value of Awards made hereunder, having due regard for the requirements of Section 409A, where applicable.

(3)Continuing Application of Plan Terms.  References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7.

8.LEGAL CONDITIONS ON DELIVERY OF STOCK

The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or remove any restriction from shares of Stock previously delivered under the Plan until:  (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been satisfied or waived.  If the sale of Stock has not been registered under the Securities Act, the Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the Securities Act or any applicable state or foreign securities laws.  The Company may require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions.

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9.AMENDMENT AND TERMINATION

The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time the Award was granted.  Notwithstanding the foregoing, the Administrator cannot amend the penultimate sentence of Section 4(a) without the prior written approval of the Chief Executive Officer of the Company.  Any amendments to the Plan will be conditioned upon stockholder approval only to the extent, if any, such approval is required by law (including the Code), as determined by the Administrator.

10.OTHER COMPENSATION ARRANGEMENTS

The existence of the Plan or the grant of any Award will not in any way affect the Company’s right to Award a person bonuses or other compensation in addition to Awards under the Plan.

11.MISCELLANEOUS

(a)Waiver of Jury Trial.  By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury.  By accepting an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers.

(b)Limitation of Liability.  Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided, that nothing in this Section 11(b) will limit the ability of the Administrator or the Company, in its discretion, to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such acceleration of income or additional tax.

12.ESTABLISHMENT OF SUB-PLANS

The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions.  The Board will establish such sub-plans by adopting supplements to the Plan setting forth (i) such

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limitations on the Administrator’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board deems necessary or desirable.  All supplements adopted by the Board will be deemed to be part of the Plan, but each supplement will apply only to Participants within the affected jurisdiction and the Company will not be required to provide copies of any supplement to Participants in any jurisdiction that is not affected.

13.GOVERNING LAW

Except as otherwise provided by the express terms of an Award agreement or under a sub-plan described in Section 12, the provisions of the Plan and of Awards under the Plan and all claims or disputes arising out of our based upon the Plan or any Award under the Plan or relating to the subject matter hereof or thereof will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

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EXHIBIT A

Definition of Terms

The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:

“Administrator”:  The Board, except that the Board may delegate its authority under the Plan to a committee of the Board (or one or more members of the Board), in which case references herein to the Board will refer to such committee (or members of the Board).  The Board may delegate (i) to one or more of its members such of its duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant rights or options to the extent permitted by Section 157(c) of the Delaware General Corporation Law; and (iii) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate.  In the event of any delegation described in the preceding sentence, the term “Administrator” will include the person or persons so delegated to the extent of such delegation.

“Affiliate”:  Any corporation or other entity that would be treated as an “Affiliate” of the Company under the terms of the Stockholders Agreement or that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company.

“Award”:  Any or a combination of the following:

(i)Stock Options.

(ii)SARs.

(iii)Restricted Stock

(iv)Unrestricted Stock.

(v)Stock Units, including Restricted Stock Units.

(vi)Performance Awards.

(vii)Awards (other than Awards described in (i) through (vi) above) that are convertible into or otherwise based on Stock.

“Board”:  The Board of Directors of the Company.

“Cause”:  Cause has the meaning set forth in the Stockholders Agreement, or if such Stockholders Agreement has been terminated, its replacement, or if there is no such Stockholders Agreement then in effect, as such term is defined by the Administrator.  Notwithstanding the foregoing, if a Participant is party to an employment, severance-benefit, change in control or similar agreement with the Company or any subsidiary of the Company that contains a definition

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of “Cause” (or a correlative term), such definition will apply (in the case of such Manager) in lieu of the definition above.

“Code”:  The U.S.  Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect.

“Company”:  Performance Health Holdings Corp. (formerly known as PHW Holdings, Inc.), a Delaware corporation.

“Covered Transaction”:  Any transaction or series of related transactions that results in (a) any change in the ownership of the capital stock of the Company, whether by purchase, exchange, tender offer, merger, consolidation, recapitalization or otherwise, if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the Investors and their Affiliates will have the direct or indirect power to elect a majority of the members of the Board; (b) any change in the ownership of the capital stock of the Company if, immediately after giving effect thereto, the Investors and their Affiliates own less than 50% of the outstanding shares of common stock (including Stock) of the Company, provided that any sale of shares of common stock of the Company (including Stock) by the Investors or their Affiliates upon or following an IPO in the open market or pursuant to Rule 144 of the Securities Act, either alone or taken together, will not result in the occurrence of a Covered Transaction; or (c) the sale or transfer of all or substantially all the Company’s and its subsidiaries’ assets and following such sale or transfer, there is a liquidation of the Company.

“Employee”:  Any person who is employed by the Company or by a subsidiary of the Company.

“Employment”:  A Participant’s employment or other service relationship with the Company and its subsidiaries.  Employment will be deemed to continue, unless the Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5 to the Company or one of its subsidiaries.  If a Participant’s employment or other service relationship is with a subsidiary and that entity ceases to be a subsidiary of the Company, the Participant’s Employment will be deemed to have terminated when the entity ceases to be a subsidiary of the Company unless the Participant transfers Employment to the Company or one of its remaining subsidiaries.  Notwithstanding the foregoing, in construing the provisions of any Award relating to the payment of “nonqualified deferred compensation” (subject to Section 409A) upon a termination or cessation of Employment, references to termination or cessation of employment, separation from service, retirement or similar or correlative terms shall be construed to require a “separation from service” (as that term is defined in Section 1.409A-l(h) of the Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations.  The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-l(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred.  Any such written election shall be deemed a part of the Plan.

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“Initial Public Offering” or “IPO” shall mean the first completion of a sale of shares of common stock (including Stock) of the Company pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (excluding registration statements on Form S-4, S-8 or similar limited purpose forms), in which the shares of common stock (including Stock) of the Company shall be listed and traded on a national exchange.

“Investors” has the meaning set forth in the Stockholders Agreement.

“Management Shares”:  has the meaning of “Shares” as such term is defined in the Stockholders Agreement.

“National Securities Exchange”:  A securities exchange that has registered with the U.S.  Securities and Exchange Commission under Section 6 of the Securities Exchange Act of 1934.

“Participant”:  A person who is granted an Award under the Plan.

“Performance Award”:  An Award subject to specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of the Award.

“Plan”:  The Performance Health Holdings Corp.  2012 Equity Incentive Plan, which was originally effective as of October 11, 2012 and which has been amended and restated effective as of [DATE, 2015] and as from time to time amended and in effect.

“Person” shall mean any individual, partnership, corporation, association, limited liability company, trust, joint venture, unincorporated organization or entity, or any government, governmental department or agency or political subdivision thereof.

“Restricted Stock”:  Stock subject to restrictions requiring that it be redelivered or offered for sale to the Company if specified conditions are not satisfied.

“Restricted Stock Unit”:  A Stock Unit that is, or as to which the delivery of Stock or cash in lieu of Stock is, subject to the satisfaction of specified performance or other vesting conditions.

“SAR”:  A right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent value) equal to the excess of the fair market value of the shares of Stock subject to the right over the base value from which appreciation under the SAR is to be measured.

“Section 409A”:  Section 409A of the Code.

“Section 422”:  Section 422 of the Code.

“Securities Act”:  Securities Act of 1933, as amended.

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“Stock”:  Non-Voting Common Stock of the Company, par value $0.001 per share; provided, that upon and following an IPO, “Stock” shall mean voting Common Stock of the Company.

“Stock Option”:  An option entitling the holder to acquire shares of Stock upon payment of the exercise price, where such option is not an “incentive stock option” within the meaning of Section 422.

“Stock Unit”:  An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of Stock in the future.

“Stockholders Agreement”:  the Stockholders Agreement dated as of October 11, 2012, among the Company and certain stockholders and Participants, as amended or modified from time to time.

“Unrestricted Stock”:  Stock not subject to any restrictions under the terms of the Award.

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EX-10.2

Exhibit 10.2

FORM OF EXECUTION VERSION

THIS OPTION AND THE SHARES RECEIVED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO THE RIGHTS, RESTRICTIONS AND OBLIGATIONS APPLICABLE TO SUCH SECURITIES, ALL AS PROVIDED IN THE STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 11, 2012 AMONG THE COMPANY AND CERTAIN OTHER PARTIES THERETO, AS AMENDED AND IN EFFECT FROM TIME TO TIME (THE “STOCKHOLDERS AGREEMENT”).

PHW Holdings, Inc.
2012 INCENTIVE PLAN

STOCK OPTION CERTIFICATE

This stock option is granted by PHW Holdings, Inc., a Delaware corporation (the “Company”), to [·] (the “Optionee”), pursuant to the Company’s 2012 Equity Incentive Plan (the “Plan”).  Definitions not otherwise set forth in the text hereof are set forth in Section 3 hereof.  All capitalized terms not otherwise defined herein (either in the text or Section 3 hereof) shall have the meaning provided in the Plan or the Stockholders Agreement.

1.Grant of Option.

(a)          This certificate evidences the grant by the Company on [·](the “Grant Date”) to the Optionee of an option to purchase, in whole or in part, on the terms provided herein and in the Plan: (i) the Basic Option and (ii) the Performance Option (collectively, the “Shares”), in each case with an exercise price of $[·] per Share.

(b)          The latest date on which this option may be exercised (the “Final Exercise Date”) is the earlier of (i) the tenth anniversary of the Grant Date or (ii) the termination of this option in accordance with this certificate, the Stockholders Agreement or the Plan.

(c)          The option evidenced by this certificate is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

(d)          The term “Basic Option” means [·] shares of non-voting common stock, $0.001 par value per share, of the Company (“Common Stock”).

(e)          The term “Performance Option” means [·] shares of Common Stock.

2.Vesting.

(a)          The Shares attributable to the Basic Option shall vest and become exercisable as follows: [·]% of the aggregate Shares that are the subject to the Basic Option shall vest and become exercisable on [·] and [·]% of the aggregate Shares that are the subject to the Basic Option shall vest and become exercisable on each of the first [·] anniversaries of such date.  Notwithstanding the foregoing, the Shares attributable to the Basic Option shall vest and become exercisable as to 100% of the total number of such Shares upon a Sale Transaction.

(b)          The Shares attributable to the Performance Option shall vest and become exercisable to the extent the Proceeds received by Gridiron (including in the Company Sale, IPO or other transaction described below triggering this calculation) result in Gridiron receiving (I) more than a [·] IRR (as defined below) on its Gridiron Equity Investment and (II) greater than or equal to [·] times cash on cash return on the Applicable Percentage of its Gridiron Equity Investment (in each case, after taking into account the vesting of any outstanding options) upon the earlier to occur of (i) a Sale Transaction, (ii) such time after an IPO that all shares of Common Stock held, directly or indirectly, by Gridiron have become Marketable Securities and (iii) any other transaction in which Gridiron receives Proceeds and at such time the Shares attributable to the Performance Option would vest in accordance with this Section 2(b) (the earliest such date, whether or not the cash on cash return target and IRR return specified above are met, being the “Determination Date”); provided that, upon the Determination Date but subject to the provisions herein, a portion of the Performance Option shall vest to the extent, after taking into account the vesting of any other outstanding options, the partial vesting of such Performance Option will not cause the cash on cash return or the IRR return specified above to not be met following such partial vesting.

For the purposes of the Performance Option, “cash on cash return” shall be measured by reference to the sum of (a) the Proceeds and (b) the fair market value of any Contingent Proceeds (which fair market value shall be determined by the Board in good faith) received by Gridiron in relation to the Applicable Percentage of the Gridiron Equity Investment; provided, however, that for purposes of this calculation, any proceeds received by Gridiron shall in no event be treated as having been received twice.  Upon the occurrence of the Determination Date, all Shares which do not become vested in accordance with the foregoing shall be forfeited and not exercisable, but only if the fair market value of any Contingent Proceeds (as determined by the Board in good faith) is taken into consideration when determining whether the “cash on cash return” and IRR targets have been met.  Notwithstanding the foregoing, in the event a Sale Transaction includes escrowed Proceeds, earnouts or other deferred, contingent or non-cash consideration (including non-Marketable Securities) (collectively, “Contingent Proceeds”), the Board may in its reasonable good faith discretion, consistent with the intent of the Plan and this Option Certificate, make such provisions for the treatment of the Performance Option in connection with such Sale Transaction as it deems appropriate to give effect to such intent, including without limitation fully or partially vesting such Performance Options, escrowing the proceeds to be received by Optionee with respect the Performance Option until such Contingent Proceeds are actually received, deferring such Determination Date until the date such Contingent Proceeds are actually received or any combination of the foregoing.

(c)          Notwithstanding the foregoing, no portion of the option evidenced by this certificate will vest and become exercisable after the termination of the Optionee’s employment with the Company or any subsidiary of the Company; provided, that to the extent the Optionee is terminated without Cause (as defined in the Stockholders Agreement) or terminates his employment for Good Reason (as defined in the employment agreement between the Optionee and the Company) within 120 days prior to the Determination Date, such termination shall be deemed to have occurred on the day immediately following the Determination Date.

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3.Definitions.

As used herein, the following terms shall have the meanings set forth below:

“Applicable Percentage” shall mean the percentage representing the number of Gridiron Common Shares sold or transferred (or in respect of which a liquidating distribution has been made) in all Common Sales and Sale Transactions (including in the Sale Transaction triggering this calculation) plus all Gridiron Common Shares that have become Marketable Securities as compared to the total Gridiron Common Shares Purchased.

“Board” shall mean the board of directors of the Company.

“Cause” shall have the meaning set forth in the Stockholders Agreement.

“Common Sale” shall mean one or more transactions in which Gridiron and/or any of its Permitted Transferees, directly or indirectly, sell or otherwise transfer for value, or cause to be sold or transferred for value, the direct or indirect beneficial ownership of any or all of the Gridiron Common Shares Purchased to any Person other than any Permitted Transferee of Gridiron; provided, that a sale or transfer for value to the Company, for purposes of this definition, shall be considered a Common Sale.

“Gridiron” shall mean Gridiron Capital Fund II, L.P., a Delaware limited partnership, and Gridiron Co-Investors II, LLC, a Delaware limited liability company.

“Gridiron Common Shares” shall mean the shares of Common Stock of the Company held, directly or indirectly, by Gridiron or any other securities or equity interests into which such Gridiron Common Shares shall be converted or exchanged pursuant to a merger, recapitalization or other transaction and any other securities or equity interests held, directly or indirectly, by Gridiron that can be, directly or indirectly, converted or exchanged into or exercised for Common Stock.

“Gridiron Common Shares Purchased” shall mean, at the time of determination, the aggregate number of Gridiron Common Shares acquired, directly or indirectly, by Gridiron, without giving effect to any reduction resulting from any Common Sale or Sale Transaction.

“Gridiron Equity Investment” shall mean, at the time of determination, the aggregate cash consideration paid by Gridiron (indirectly through its ownership of Investor) to acquire the Gridiron Common Shares Purchased, without giving effect to any reduction resulting from any Common Sale or Sale Transaction.

“Group” shall mean any two or more Persons who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring or holding securities of the Company.

“Initial Public Offering” or “IPO” shall mean the first completion of a sale of Common Stock of the Company pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (excluding registration statements on Form S-4, S-8 or

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similar limited purpose forms), in which the Common Stock of the Company shall be listed and traded on a national exchange.

“Investor” shall mean Performance Health Equity Investors, L.P., a Delaware limited partnership.

“IRR” shall mean an annual pre-tax internal rate of return calculated by taking into account (a) the date or dates of payment by the Investor for the Gridiron Common Shares Purchased, (b) the date or dates on which Gridiron receives Proceeds and (c) the amounts of such Proceeds.  For purposes of calculating the IRR, all determinations shall be made on an average cost basis for any Gridiron Common Shares Purchased sold or otherwise transferred for value.

“Marketable Securities” shall mean shares of capital stock that are immediately and freely tradable on national stock exchanges or in over the counter markets without a legal restriction (including without limitation volume restrictions) or an underwriter’s lock-up or similar contractual restriction.

“Member of the Immediate Family” shall mean, with respect to any individual, each spouse or child or other descendants of such individual, each trust, limited liability company or limited partnership created solely for the benefit of one or more of the aforementioned Persons and/or their spouses and each custodian or guardian of any property of one or more of the aforementioned Persons in his capacity as such custodian or guardian.

“Permitted Transferee” shall have the meaning set forth in the Stockholders Agreement; provided, that solely for the purposes of this Option Certificate, Permitted Transferee shall not include the Company.

“Person” shall mean any individual, partnership, corporation, association, limited liability company, trust, joint venture, unincorporated organization or entity, or any government, governmental department or agency or political subdivision thereof.

“Proceeds” shall mean the sum of:

(a)          actual proceeds actually received by Gridiron indirectly in respect of Gridiron Common Shares in all Common Sales and Sale Transactions in respect of its capital interest in the Investor;

(b)          any dividends and other distributions actually received by Gridiron on Gridiron Common Shares; and

(c)          in the case of a Determination Date triggered by Section 2(b)(ii), (x) the total number of Gridiron Common Shares then indirectly held through the Investor multiplied by (y) the average closing price of the Company’s Common Stock as reported on the national exchange on which the Company’s Common Stock is listed or traded, for the thirty consecutive trading days immediately preceding the Determination Date.

For purposes of clauses (a) and (b), proceeds shall only include cash and/or Marketable Securities.  Any Proceeds that are actually received by the Investor in respect of the Gridiron

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Common Shares, but not otherwise distributed to Gridiron and which are not subject to any restrictions to such distribution to Gridiron pursuant to the limited partnership agreement of the Investor, as amended and then in effect, on or prior to the Determination Date, shall nonetheless be treated as actual proceeds received by Gridiron on the Determination Date for purposes of determining whether the “cash on cash return” and IRR targets have been met; provided, however, that such Proceeds shall in no event be treated as having been received twice by virtue of this sentence.  Notwithstanding the foregoing, in no event shall “Proceeds” include the receipt by Gridiron or its Affiliates of management fees, closing fees, investment banking fees or similar fees payable in connection with any transaction.  Proceeds shall be calculated on a pre-tax basis.

“Sale Affiliate” shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise) and (b) in the case of a specified Person who is an individual, any Member of the Immediate Family of such Person.

“Sale Transaction” shall mean (a) any transaction or series of related transactions in which any Person who is not (1) a Sale Affiliate of the Company, Gridiron or the Investor, or (2) any two or more such Persons acting as a Group, or (3) an Affiliate of such Person or Persons, shall (i) acquire, whether by purchase, exchange, tender offer, merger, consolidation, recapitalization or otherwise, or (ii) otherwise be the owner of (as a result of a redemption of shares of the Company’s Common Stock or otherwise), shares of the Company’s common stock (or shares in a successor corporation by merger, consolidation or otherwise) such that following such transaction or transactions, such Person or Group and their respective Sale Affiliates beneficially own fifty percent (50%) or more of the voting power at elections for the Board or any successor corporation or otherwise have the power, directly or indirectly, by contract or otherwise, to direct or cause the election of directors having a majority of the voting power of the Board, or (b) the sale or transfer of all or substantially all the Company’s assets and following such sale or transfer, there is a liquidation of the Company.

4.Exercise of Option.

Each election to exercise this option shall be in writing, signed by the Optionee or by his or her executor or administrator or by the Person or Persons to whom this option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and received by the Company at its principal office, accompanied by payment in full and by such additional documentation evidencing the right to exercise (or, in the case of a Legal Representative, the authority of such Legal Representative) as the Company may require.  The purchase price may be paid (i) in cash or by personal check, bank check or money order payable to the order of the Company, (ii) through the delivery of shares of Stock (including shares of Stock that have been outstanding for less than six months) and that have a fair market value on the last business day preceding the date of exercise equal to the exercise price, (iii) by delivery of an unconditional and irrevocable undertaking by a broker to deliver to the Company promptly upon the sale of

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Shares to be issued sufficient funds to pay the exercise price, or (iv) by any combination of the permissible forms of payment.

5.Stockholders Agreement; Termination of Employment.

The option evidenced by this certificate and any Shares received upon the exercise of this option shall be subject to the Stockholders Agreement, and the issuance of this option certificate or at the election of the Company, the issuance of shares of Common Stock upon exercise of this option certificate, shall be conditional upon the execution and delivery by the Optionee of a joinder to the Stockholders Agreement.  This option and the Shares received upon exercise of this option shall be subject to the rights, restrictions and obligations applicable to options and shares of Common Stock of the Company as provided from time to time in such Stockholders Agreement, including without limitation, the obligations applicable to options and shares of Common Stock of the Company under Section 4 thereof relating to the Company’s right to call securities.  In addition to the provisions of the Stockholders Agreement, any portion of this option that shall not have vested and become exercisable shall be forfeited, terminated and cancelled upon (a) the termination of Optionee’s employment with the Company subject to the proviso set forth in Section 2(c) hereof or (b) if earlier, with respect to the Performance Option, a Determination Date with respect to which the cash on cash return required for the Performance Option to vest and become exercisable was not achieved.  In addition, in the event of a termination of employment of the Optionee for Cause at any time, any vested but unexercised portion of the option evidenced by this certificate shall automatically and without any further action by any party be forfeited, terminated and cancelled.

6.Restrictions on Transfer.

(a)          In addition to the provisions of Section 3 above, if at the time this option is exercised the Company is a party to any other agreement restricting the transfer of any outstanding shares of its Common Stock, this option may be exercised only if the Shares so acquired are made subject to the transfer restrictions set forth in that agreement (or if more than one such agreement is then in effect, the agreement or agreements specified by the Board).

(b)          Certificates evidencing any Shares purchased by an Optionee upon exercise of options granted hereby may bear the following legends, in addition to any legends which may be required by any agreement referred to in the immediately preceding paragraph:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.”

“THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF STOCK REPRESENTED BY THIS CERTIFICATE,

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ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE.  NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL.”

All Shares shall also bear all legends required by federal and state securities laws.

7.Withholding.

No Shares will be issued pursuant to the exercise of this option unless and until the Person exercising this option shall have remitted to the Company an amount sufficient to satisfy any federal, state or local withholding tax requirements, or shall have made other arrangements satisfactory to the Company with respect to such taxes.

8.Nontransferability of Option.

This option is not transferable by the Optionee other than by will or the applicable laws of descent and distribution, and is exercisable during the Optionee’s lifetime only by the Optionee.

9.Provisions of the Plan.

This option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the date of the grant of this option has been furnished to the Optionee.  By exercising all or any part of this option, the Optionee agrees to be bound by the terms of the Plan and this certificate.

[Remainder of Page Intentionally Left Blank]

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EX-10.3

Exhibit 10.3

PERFORMANCE HEALTH HOLDINGS CORP.

2016 OMNIBUS INCENTIVE PLAN

1.DEFINED TERMS

Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.

2.PURPOSE

The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock, Stock-based and other incentive Awards.

3.ADMINISTRATION

The Administrator has discretionary authority, subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; determine the form of settlement of Awards (whether in cash, shares of Stock or other property); prescribe forms, rules and procedures relating to the Plan; and otherwise do all things necessary or appropriate to carry out the purposes of the Plan.  Determinations of the Administrator made under the Plan will be conclusive and will bind all parties.

4.LIMITS ON AWARDS UNDER THE PLAN

(a)Number of Shares.  The maximum number of shares of Stock that may be delivered in satisfaction of Awards under the Plan is [·] shares, plus [·] shares that are available for grant under the Company’s 2012 Option Plan as of the Date of Adoption.  Up to the total number of shares available for Awards to employee Participants may be issued in satisfaction of ISOs, but nothing in this Section 4(a) will be construed as requiring that any, or any fixed number of, ISOs be awarded under the Plan.  The limits set forth in this Section 4(a) shall be construed to comply with Section 422 of the Code.  For purposes of this Section 4(a), the number of shares of Stock delivered in satisfaction of Awards will be determined net of shares of Stock withheld by the Company in payment of the exercise price or purchase price of the Award or in satisfaction of tax withholding requirements with respect to the Award and, for the avoidance of doubt, without including any shares of Stock underlying Awards settled in cash or that otherwise expire or become unexercisable without having been exercised or that are forfeited to or repurchased by the Company due to failure to vest.  To the extent consistent with the requirements of Section 422 and the regulations thereunder, and with other applicable legal requirements (including applicable stock exchange requirements), Stock issued under awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition shall not reduce the number of shares of Stock available for Awards under the Plan.

(b)Type of Shares.  Stock delivered by the Company under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company.  No fractional shares of Stock will be delivered under the Plan.

(c)Individual Limits.  The following additional limits will apply to Awards of the specified type granted to any person in any calendar year:

(1)Stock Options: [·] shares of Stock.

(2)SARs: [·] shares of Stock.

(3)Awards other than Stock Options or SARs [·] shares of Stock.

In applying the foregoing limits, (i) all Awards of the specified type granted to the same person in the same calendar year will be aggregated and made subject to one limit; (ii) the limits applicable to Stock Options and SARs refer to the number of shares of Stock subject to those Awards; and (iii) the share limit under clause (3) refers to the maximum number of shares of Stock that may be delivered, or the value of which could be paid in cash or other property, under an Award or Awards of the type specified in clause (3) assuming a maximum payout.  The foregoing provisions will be construed in a manner consistent with Section 162(m), including, without limitation, where applicable, the rules under Section 162(m) pertaining to permissible deferrals of exempt awards.

(d)Director Limits.  In the case of a non-employee director of the Company, an additional limit shall apply such that the maximum grant-date fair value of Awards granted in any fiscal year of the Company during any part of which the director is then eligible under the Plan shall be $400,000, computed in accordance with FASB ASC Topic 718 (or its successor provision).  The foregoing additional limit related to non-employee directors of the Company shall not apply to any Award or shares of Stock granted pursuant to a non-employee Director’s election to receive an Award or shares of Stock in lieu of cash retainers or other fees (to the extent such Award or shares of Stock have a fair value equal to the value of such cash retainers or other fees).

5.ELIGIBILITY AND PARTICIPATION

The Administrator will select Participants from among key Employees and Directors of, and consultants and advisors to, the Company and its Affiliates.  Eligibility for ISOs is limited to individuals described in the first sentence of this Section 5 who are employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code.  Eligibility for Stock Options other than ISOs is limited to individuals described in the first sentence of this Section 5 who are providing direct services on the date of grant of the Stock Option to the Company or to a subsidiary of the Company that would be described in the first sentence of Section 1.409A-1(b)(5)(iii)(E) of the Treasury Regulations.

6.RULES APPLICABLE TO AWARDS

(a)All Awards.

(1)Award Provisions.  The Administrator will determine the terms of all Awards, subject to the limitations provided herein.  By accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) an Award, the Participant will be

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deemed to have agreed to the terms of the Award and the Plan.  Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the Administrator.

(2)Term of Plan.  No Awards may be made after ten years from the Date of Adoption, but previously granted Awards may continue beyond that date in accordance with their terms.

(3)Transferability.  Neither ISOs nor, except as the Administrator otherwise expressly provides in accordance with the third sentence of this Section 6(a)(3), other Awards may be transferred other than by will or by the laws of descent and distribution.  During a Participant’s lifetime, ISOs (and, except as the Administrator otherwise expressly provides in accordance with the third sentence of this Section 6(a)(3), SARs and NSOs) may be exercised only by the Participant.  The Administrator may permit the gratuitous transfer (i.e., transfer not for value) of Awards other than ISOs to any transferee eligible to be covered by the provisions of Form S-8 (under the Securities Act of 1933, as amended), subject to such limitations as the Administrator may impose.

(4)Vesting, etc.  The Administrator will determine the time or times at which an Award will vest or become exercisable and the terms on which a Stock Option or SAR will remain exercisable.  Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax or other consequences resulting from such acceleration.  Unless the Administrator expressly provides otherwise, however, the following rules will apply if a Participant’s Employment ceases:

(A)Immediately upon the cessation of the Participant’s Employment and except as provided in (B) and (C) below, each Stock Option and SAR that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable and will terminate and all other Awards that are then held by the Participant or by the Participant’s permitted transferees, if any, to the extent not already vested will be forfeited.

(B)Subject to (C) and (D) below, all Stock Options and SARs held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the lesser of (i) a period of three months or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate.

(C)All Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment due to his or her death or due to the termination of the Participant’s Employment by the Company due to his or her Disability, to the extent then exercisable, will remain exercisable for the lesser of (i) a period of twelve (12) months or (ii) the period ending on the latest date on which such Stock Option or SAR could have

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been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate.

(D)All Stock Options and SARs (whether or not exercisable) held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation of Employment if the termination is for Cause or occurs in circumstances that in the sole determination of the Administrator would have constituted grounds for the Participant’s Employment to be terminated for Cause.

(5)Additional Restrictions.  The Administrator may cancel, rescind, withhold or otherwise limit or restrict any Award at any time if the Participant is not in compliance with all applicable provisions of the Award agreement and the Plan, or if the Participant breaches any agreement with the Company or its Affiliates with respect to non-competition, non-solicitation or confidentiality.  Without limiting the generality of the foregoing, the Administrator may recover Awards made under the Plan and payments or shares of Stock delivered under or gain in respect of any Award in accordance with any applicable Company clawback or recoupment policy, as such policy may be amended and in effect from time to time, or as otherwise required by applicable law or applicable stock exchange listing standards, including, without limitation, Section 10D of the Securities Exchange Act of 1934, as amended.

(6)Taxes.  The delivery, vesting and retention of Stock, cash or other property under an Award are conditioned upon full satisfaction by the Participant of all tax withholding requirements with respect to the Award.  The Administrator will prescribe such rules for the withholding of taxes as it deems necessary.  The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the minimum withholding required by law or such greater amount that would not result in adverse accounting consequences to the Company, as determined by the Administrator).

(7)Dividend Equivalents, Etc.  The Administrator may provide for the payment of amounts (on terms and subject to conditions established by the Administrator) in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award whether or not the holder of such Award is otherwise entitled to share in the actual dividend or distribution in respect of such Award.  Any entitlement to dividend equivalents or similar entitlements will be established and administered either consistent with an exemption from, or in compliance with, the requirements of Section 409A.  Dividends or dividend equivalent amounts payable in respect of Awards that are subject to restrictions may be subject to such limits or restrictions as the Administrator may impose.

(8)Rights Limited.  Nothing in the Plan will be construed as giving any person the right to continued employment or service with the Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan.  The loss of existing or potential profit in Awards will not constitute an element of damages in the event of a termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or any Affiliate to the Participant.

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(9)Section 162(m).  In the case of any Performance Award (other than a Stock Option or SAR) intended to qualify for the performance-based compensation exception under Section 162(m), the Administrator will establish the applicable Performance Criterion or Criteria in writing no later than ninety (90) days after the commencement of the period of service to which the performance relates (or at such earlier time as is required to qualify the Award as performance-based under Section 162(m)) and, prior to the event or occurrence (grant, vesting or payment, as the case may be) that is conditioned on the attainment of such Performance Criterion or Criteria, will certify whether it or they have been attained.  The preceding sentence will not apply to an Award eligible (as determined by the Administrator) for exemption from the limitations of Section 162(m) by reason of the post-initial public offering transition relief in Section 1.162-27(f) of the Treasury Regulations.

(10)Coordination with Other Plans.  Awards under the Plan may be granted in tandem with, or in satisfaction of or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or its Affiliates.  For example, but without limiting the generality of the foregoing, awards under other compensatory plans or programs of the Company or its Affiliates may be settled in Stock (including, without limitation, Unrestricted Stock) if the Administrator so determines, in which case the shares delivered will be treated as awarded under the Plan (and will reduce the number of shares thereafter available under the Plan in accordance with the rules set forth in Section 4).  In any case where an award is made under another plan or program of the Company or its Affiliates and such award is intended to qualify for the performance-based compensation exception under Section 162(m), and such award is settled by the delivery of Stock or another Award under the Plan, the applicable Section 162(m) limitations under both the other plan or program and under the Plan will be applied to the Plan as necessary (as determined by the Administrator) to preserve the availability of the Section 162(m) performance-based compensation exception with respect thereto.

(11)Section 409A.  Each Award will contain such terms as the Administrator determines, and will be construed and administered, such that the Award either qualifies for an exemption from the requirements of Section 409A or satisfies such requirements.

(12)Fair Market Value.  In determining the fair market value of any share of Stock under the Plan, the Administrator will make the determination in good faith consistent with the rules of Section 422 and Section 409A, to the extent applicable.

(13)Stockholders Agreement.  To the extent required by the Administrator and set forth in an Award agreement, (i) Awards issued under the Plan and all Stock issued thereunder will be subject to the Stockholders Agreement and (ii) Awards will not be granted to a Participant and no Stock will be delivered to a Participant, in either case, until the Participant has executed the Stockholders Agreement.  If, notwithstanding this Section (6)(a)(13), a Participant fails to execute the Stockholders Agreement as required by the Administrator but nevertheless receives Stock Options, upon exercise of such Stock Options, such Participant shall be deemed to have executed the Stockholders Agreement and thereafter be subject to all of its provisions with respect to the shares of Stock the Participant receives upon the exercise of such Stock Options.

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(b)Stock Options and SARs.

(1)Time and Manner of Exercise.  Unless the Administrator expressly provides otherwise, no Stock Option or SAR will be deemed to have been exercised until the Administrator receives a notice of exercise (in form acceptable to the Administrator), which may be an electronic notice, signed (including electronic signature in form acceptable to the Administrator) by the appropriate person and accompanied by any payment required under the Award.  A Stock Option or SAR exercised by any person other than the Participant will not be deemed to have been exercised until the Administrator has received such evidence as it may require that the person exercising the Award has the right to do so.  The Administrator may impose conditions on the exercisability of Awards, including limitations on the time periods during which Awards may be exercised or settled.

(2)Exercise Price.  The exercise price (or the base value from which appreciation is to be measured) of each Award requiring exercise will be no less than 100% (or in the case of an ISO granted to a ten-percent shareholder within the meaning of subsection (b)(6) of Section 422, 110%) of the fair market value of the Stock subject to the Award, determined as of the date of grant, or such higher amount as the Administrator may determine in connection with the grant.  Except in connection with a corporate transaction involving the Company (which term shall include, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares) or as otherwise contemplated by Section 7 of the Plan, the terms of outstanding Stock Options or SARs, as applicable, may not be amended to reduce the exercise prices of such Stock Options or the base values from which appreciation under such SARs are to be measured other than in accordance with the stockholder approval requirements of the NASDAQ Stock Market.

(3)Payment of Exercise Price.  Where the exercise of an Award is to be accompanied by payment, payment of the exercise price will be by cash or check acceptable to the Administrator or by such other legally permissible means, if any, as may be acceptable to the Administrator.

(4)Maximum Term.  Stock Options and SARs will have a maximum term not to exceed ten (10) years from the date of grant (or five (5) years from the date of grant in the case of an ISO granted to a ten-percent shareholder described in Section 6(b)(2) above).

7.EFFECT OF CERTAIN TRANSACTIONS

(a)Mergers, etc.  Except as otherwise provided in an Award agreement, the following provisions will apply in the event of a Covered Transaction:

(1)Assumption or Substitution.  If the Covered Transaction is one in which there is an acquiring or surviving entity, the Administrator may (but, for the avoidance of doubt, need not) provide (i) for the assumption or continuation of some or all outstanding Awards or any portion thereof or (ii) for the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate of the acquiror or survivor.

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(2)Cash-Out of Awards.  Subject to Section 7(a)(5) below the Administrator may (but, for the avoidance of doubt, need not) provide for payment (a “cash-out”), with respect to some or all Awards or any portion thereof, equal in the case of each affected Award or portion thereof to the excess, if any, of (A) the fair market value of one share of Stock (as determined by the Administrator in its reasonable discretion) times the number of shares of Stock subject to the Award or such portion, over (B) the aggregate exercise or purchase price, if any, under the Award or such portion (in the case of an SAR, the aggregate base value above which appreciation is measured), in each case on such payment terms (which need not be the same as the terms of payment to holders of Stock) and other terms, and subject to such conditions, as the Administrator determines; it being understood that if the exercise or purchase price (or base value) of an Award is equal to or greater than the fair market value of one share of Stock, the Award may be cancelled with no payment due hereunder.

(3)Acceleration of Certain Awards.  Subject to Section 7(a)(5) below, the Administrator may (but, for the avoidance of doubt, need not) provide that any Award requiring exercise will become exercisable, in full or in part and/or that the delivery of any shares of Stock remaining deliverable under any outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated in full or in part, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Covered Transaction.

(4)Termination of Awards Upon Consummation of Covered Transaction.  Except as the Administrator may otherwise determine in any case, each Award will automatically terminate (and in the case of outstanding shares of Restricted Stock, will automatically be forfeited) upon consummation of the Covered Transaction, other than Awards assumed pursuant to Section 7(a)(1) above.

(5)Additional Limitations.  Any share of Stock and any cash or other property delivered pursuant to Section 7(a)(2) or Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate to reflect any performance or other vesting conditions to which the Award was subject and that did not lapse (and were not satisfied) in connection with the Covered Transaction.  For purposes of the immediately preceding sentence, a cash-out under Section 7(a)(2) above or acceleration under Section 7(a)(3) above will not, in and of itself, be treated as the lapsing (or satisfaction) of a performance or other vesting condition.  In the case of Restricted Stock that does not vest and is not forfeited in connection with the Covered Transaction, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.

(b)Changes in and Distributions With Respect to Stock.

(1)Basic Adjustment Provisions.  In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in the Company’s capital structure that constitutes an equity restructuring within the meaning of

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FASB ASC Topic 718, the Administrator will make appropriate adjustments to the maximum number of shares of Stock that may be delivered under the Plan and to the maximum share limits described in Section 4(c) and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise or purchase prices (or base values) relating to Awards and any other provision of Awards affected by such change.

(2)Certain Other Adjustments.  The Administrator may also make adjustments of the type described in Section 7(b)(1) above to take into account distributions to stockholders other than those provided for in Section 7(a) and 7(b)(1), or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan, having due regard for the qualification of ISOs under Section 422, the requirements of Section 409A, and for the performance-based compensation rules of Section 162(m), where applicable.

(3)Continuing Application of Plan Terms.  References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7.

8.LEGAL CONDITIONS ON DELIVERY OF STOCK

The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been satisfied or waived.  The Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the Securities Act of 1933, as amended, or any applicable state or non-U.S. securities law.  Any Stock required to be issued to Participants under the Plan will be evidenced in such manner as the Administrator may deem appropriate, including book-entry registration or delivery of stock certificates.  In the event that the Administrator determines that Stock certificates will be issued to Participants under the Plan, the Administrator may require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions.

9.AMENDMENT AND TERMINATION

The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that, except as otherwise expressly provided in the Plan, the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time the Award was granted or if such changes are required by law.  Any amendments to the Plan will be conditioned upon

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stockholder approval only to the extent, if any, such approval is required by law (including the Code and applicable stock exchange requirements), as determined by the Administrator.

10.          OTHER COMPENSATION ARRANGEMENTS

The existence of the Plan or the grant of any Award will not in any way affect the Company’s right to award a person bonuses or other compensation in addition to Awards under the Plan.

11.          MISCELLANEOUS

(a)           Waiver of Jury Trial.  By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim will be tried before a court and not before a jury.  By accepting an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers.  Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed as limiting the ability of the Company and a Participant to agree to submit disputes arising under the terms of the Plan or any Award made hereunder to binding arbitration or as limiting the ability of the Company to require any eligible individual to agree to submit such disputes to binding arbitration as a condition of receiving an Award hereunder.

(b)           Limitation of Liability.  Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, will be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award.

12.          ESTABLISHMENT OF SUB-PLANS

The Administrator may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions.  The Administrator will establish such sub-plans by adopting supplements to the Plan setting forth (i) such limitations on the Administrator’s discretion under the Plan as it deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as it deems necessary or desirable.  All supplements so established will be deemed to be part of the Plan, but each supplement will apply only to Participants within the affected jurisdiction (as determined by the Administrator).

13.          GOVERNING LAW

(a)           Certain Requirements of Corporate Law.  Awards will be granted and administered consistent with the requirements of applicable Delaware law relating to the

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issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading, in each case as determined by the Administrator.

(b)           Other Matters.  Except as otherwise provided by the express terms of an Award agreement, under a sub-plan described in Section 12 or as provided in Section 13(a) above, the provisions of the Plan and of Awards under the Plan and all claims or disputes arising out of or based upon the Plan or any Award under the Plan or relating to the subject matter hereof or thereof will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

(c)           Jurisdiction.  By accepting an Award, each Participant will be deemed to (a) have submitted irrevocably and unconditionally to the jurisdiction of the federal and state courts located within the geographic boundaries of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon the Plan or any Award; (b) agree not to commence any suit, action or other proceeding arising out of or based upon the Plan or an Award, except in the federal and state courts located within the geographic boundaries of the United States District Court for the District of Delaware; and (c) waive, and agree not to assert, by way of motion as a defense or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Plan or an Award or the subject matter thereof may not be enforced in or by such court.

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EXHIBIT A

Definition of Terms

The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:

“Administrator”:  The Compensation Committee, except that the Compensation Committee may delegate (i) to one or more of its members (or one or more other members of the Board (including the full Board)) such of its duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant Awards to the extent permitted by applicable law; and (iii) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate.  In the event of any delegation described in the preceding sentence, the term “Administrator” will include the person or persons so delegated to the extent of such delegation.

“Affiliate”:  Any corporation or other entity that stands in a relationship to the Company that would result in the Company and such corporation or other entity being treated as one employer under Section 414(b) and Section 414(c) of the Code, provided that, for purposes of determining treatment as a single employer under Section 414(b) and Section 414(c) of the Code, “50%” shall replace “80%” in the applicable stock ownership requirements under such sections of the Code and the regulations thereunder.

“Award”:  Any or a combination of the following:

(i) Stock Options.

(ii) SARs.

(iii) Restricted Stock.

(iv) Unrestricted Stock.

(v)  Stock Units, including Restricted Stock Units.

(vi) Performance Awards.

(viii)  Awards (other than Awards described in (i) through (vii) above) that are convertible into or otherwise based on Stock.

“Board”:  The Board of Directors of the Company.

“Cause”:  In the case of any Participant who is party to an effective employment or severance-benefit agreement with the Company or a subsidiary of the Company that contains a definition of “Cause,” the definition set forth in such agreement will apply with respect to such Participant under the Plan.  In the case of any other Participant, “Cause” will mean, as determined by the Administrator in its reasonable judgment, (i) a substantial failure of the Participant to perform the Participant’s duties and responsibilities to the Company or subsidiaries

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or substantial negligence in the performance of such duties and responsibilities; (ii) the commission by the Participant of a felony or a crime involving moral turpitude; (iii) the commission by the Participant of theft, fraud, embezzlement, material breach of trust or any material act of dishonesty involving the Company or any of its subsidiaries; (iv) a significant violation by the Participant of the code of conduct of the Company or its subsidiaries of any material policy of the Company or its subsidiaries, or of any statutory or common law duty of loyalty to the Company or its subsidiaries; (v) material breach of any of the terms of the Plan or any Award made under the Plan, or of the terms of any other agreement between the Company or subsidiaries and the Participant; or (vi) other conduct by the Participant that could be expected to be harmful to the business, interests or reputation of the Company.

“Code”:  The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect.

“Compensation Committee”:  The Compensation Committee of the Board.

“Company”:  Performance Health Holdings Corp.

“Covered Transaction”:  Any of (i) a consolidation, merger, or similar transaction or series of related transactions, including a sale or other disposition of stock, in which the Company is not the surviving corporation or that results in the acquisition of all or substantially all of the Company’s then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of the Company.  Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause (i) (as determined by the Administrator), the Covered Transaction will be deemed to have occurred upon consummation of the tender offer.

“Date of Adoption”:  The date the Plan was approved by the Company’s stockholders or adopted by the Board, as determined by the Compensation Committee.

“Director”:  A member of the Board who is not an Employee.

“Disability”: In the case of any Participant who is party to an effective employment or severance-benefit agreement with the Company or a subsidiary of the Company that contains a definition of “Disability,” the definition set forth in such agreement will apply with respect to such Participant under the Plan.  In the case of any other Participant, a permanent disability as defined in the long-term disability plan maintained by the Company or one of its subsidiaries, or as defined from time to time by the Company in its sole discretion.

“Employee”:  Any person who is employed by the Company or an Affiliate.

“Employment”:  A Participant’s employment or other service relationship with the Company and its Affiliates.  Employment will be deemed to continue, unless the Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5 to the Company or an Affiliate.  If a Participant’s employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant’s Employment will be deemed to have terminated when the

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entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates.  Notwithstanding the foregoing and the definition of “Affiliate” above, in construing the provisions of any Award relating to the payment of “nonqualified deferred compensation” (subject to Section 409A) upon a termination or cessation of Employment, references to termination or cessation of employment, separation from service, retirement or similar or correlative terms will be construed to require a “separation from service” (as that term is defined in Section 1.409A-1(h) of the Treasury Regulations, after giving effect to the presumptions contained therein) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations.  The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred.  Any such written election will be deemed a part of the Plan.

“ISO”:  A Stock Option intended to be an “incentive stock option” within the meaning of Section 422.  Each Stock Option granted pursuant to the Plan will be treated as providing by its terms that it is to be an NSO unless, as of the date of grant, it is expressly designated as an ISO.

“NSO”:  A Stock Option that is not intended to be an “incentive stock option” within the meaning of Section 422.

“Participant”:  A person who is granted an Award under the Plan.

“Performance Award”:  An Award subject to Performance Criteria.  The Administrator in its discretion may grant Performance Awards that are intended to qualify for the performance-based compensation exception under Section 162(m) and Performance Awards that are not intended so to qualify.

“Performance Criteria”:  Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award.  For purposes of Awards that are intended to qualify for the performance-based compensation exception under Section 162(m), a Performance Criterion will mean an objectively determinable measure of performance relating to any or any combination of the following (measured either absolutely or comparatively (including, without limitation, by reference to an index or indices or a specified peer group) and determined either on a gross, net or consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof and subject to such adjustments, if any, as the Committee specifies, consistent with the requirements of Section 162(m)): sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, amortization or equity expense, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, invested capital, capital, capital employed or assets; one or more operating ratios; profit or operating income, including on an after tax basis; borrowing levels, leverage ratios or credit rating; margins; market share; capital expenditures; economic value added; cash flow, free cash flow or free cash flow conversion; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part);

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joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings.  A Performance Criterion and any targets with respect thereto determined by the Administrator need not be based upon an increase, a positive or improved result or avoidance of loss.  To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m), the Administrator may provide in the case of any Award intended to qualify for such exception that one or more of the Performance Criteria applicable to such Award will be adjusted in an objectively determinable manner to reflect events (for example, the impact of charges for restructurings, discontinued operations, mergers, acquisitions, and other unusual or infrequently occurring items, and the cumulative effects of tax or accounting changes, each as defined by U.S. generally accepted accounting principles) occurring during the performance period that affect the applicable Performance Criterion or Criteria.

“Plan”:  Performance Health Holdings Corp. 2016 Omnibus Incentive Plan as from time to time amended and in effect.

“Restricted Stock”:  Stock subject to restrictions requiring that it be redelivered or offered for sale to the Company if specified conditions are not satisfied.

“Restricted Stock Unit”:  A Stock Unit that is, or as to which the delivery of Stock or cash in lieu of Stock is, subject to the satisfaction of specified performance or other vesting conditions.

“SAR”:  A right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent value) equal to the excess of the fair market value of the shares of Stock subject to the right over the base value from which appreciation under the SAR is to be measured.

“Section 409A”:  Section 409A of the Code.

“Section 422”:  Section 422 of the Code.

“Section 162(m)”:  Section 162(m) of the Code.

“Stock”:  Common stock of the Company.

“Stock Option”:  An option entitling the holder to acquire shares of Stock upon payment of the exercise price.

“Stock Unit”:  An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of Stock in the future.

“Stockholders Agreement”:  the Stockholders Agreement dated as of October 11, 2012, among the Company and certain stockholders and the other parties thereto, as amended or modified from time to time.

“Unrestricted Stock”:  Stock not subject to any restrictions under the terms of the Award.

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EX-10.4

Exhibit 10.4

Name:	[·]
Number of Shares of Stock Subject to Stock Option:	[·]
Exercise Price Per Share:	$	[·]
Grant Date:	[·]

PERFORMANCE HEALTH HOLDINGS CORP.
2016 OMNIBUS INCENTIVE PLAN

NON-STATUTORY STOCK OPTION AGREEMENT (EMPLOYEE)

This agreement (this “Agreement”) evidences the grant of a stock option by Performance Health Holdings Corp. (the “Company”) to the individual named above (the “Optionee”) pursuant to and subject to the terms of the Performance Health Holdings Corp. 2016 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.

1.Grant of Stock Option.  On the date of grant set forth above (the “Grant Date”) the Company granted to the Optionee an option (the “Stock Option”) to purchase, on the terms provided herein and in the Plan, up to the number of shares of Stock set forth above (each, a “Share,” and collectively, the “Shares”) at the exercise price per Share set forth above, in each case, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.

The Stock Option evidenced by this Agreement is a non-statutory option (that is, an option that is not to be treated as a stock option described in subsection (b) of Section 422 of the Code) and is granted to the Optionee in connection with the Optionee’s employment by or service to the Company and its qualifying subsidiaries.  For purposes of the immediately preceding sentence, “qualifying subsidiary” means a subsidiary of the Company as to which the Company has a “controlling interest” as described in Treas. Regs. §1.409A-1(b)(5)(iii)(E)(1).

2.Meaning of Certain Terms.  Each initially capitalized term used but not separately defined herein has the meaning assigned to such term in the Plan.

3.Vesting; Method of Exercise.

(a)As used herein with respect to the Stock Option or any portion thereof, the term “vest” means to become exercisable and the term “vested” means that the Stock Option or portion thereof is then exercisable, subject in each case to the terms of the Plan.  Unless earlier terminated, forfeited, relinquished or expired, the Stock Option shall become vested as follows:

[Specific vesting terms to be specified in each grant]

Notwithstanding the foregoing, the Stock Option shall not vest on any vesting date unless the Optionee has remained in continuous Employment from the Grant Date through such vesting date.

(b)Exercise of the Stock Option.  No portion of the Stock Option may be exercised until such portion vests.  Each election to exercise any vested portion of the Stock Option will be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee (or legally appointed representative, in the event of the Optionee’s disability) or the person or persons to whom the Stock Option is transferred by will or the applicable laws of descent and distribution, or shall be in such other form as is acceptable to the Administrator.  Each such election must be received by the Company at its principal office or by such other party as the Administrator may prescribe and be accompanied by payment in full as provided in the Plan.  The exercise price may be paid (i) by cash or check acceptable to the Administrator, (ii) to the extent permitted by the Administrator, through a broker-assisted cashless exercise program acceptable to the Administrator, (iii) by such other means, if any, as may be acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment.  In the event that the Stock Option is exercised by a person other than the Optionee, the Company will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of such individual to exercise the Stock Option.  The latest date on which the Stock Option or any portion thereof may be exercised will be the 10th anniversary of the Grant Date (the “Final Exercise Date”).  Any portion of the Stock Option that remains outstanding and has not been exercised by the Final Exercise Date will thereupon immediately terminate.  Upon any earlier termination of Employment, the provisions of Section 6(a)(4) of the Plan shall apply.

4.Forfeiture; Recovery of Compensation.  By accepting the Stock Option the Optionee expressly acknowledges and agrees that (i) his or her rights, and those of any permitted transferee, under the Stock Option or to any Shares acquired under the Stock Option or proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision) and (ii) any Shares acquired hereunder are subject to forfeiture, termination and rescission, and the Optionee will be obligated to return to the Company the value received with respect to such Shares (including any gain realized on any subsequent sale or disposition of Shares) (A) in accordance with any Company clawback or other policy relating to the recovery of incentive compensation, as such policy may be amended and in effect from time to time, or (B) as otherwise required by law or applicable stock exchange listing standards, including, without limitation, Section 10D of the Securities Exchange Act of 1934, as amended.  Nothing in the preceding sentence shall be construed as limiting the general application of Section 8 of this Agreement.

5.Transfer of Stock Option. The Stock Option may not be transferred except at death in accordance with Section 6(a)(3) of the Plan.

6.Taxes.  The exercise of the Stock Option will give rise to “wages” subject to withholding.  The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise, are subject to the

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Optionee promptly paying to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld.  No Shares will be transferred pursuant to the exercise of the Stock Option unless and until the person exercising the Stock Option has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local withholding tax requirements, or has made other arrangements satisfactory to the Company with respect to such taxes.  The Optionee authorizes the Company and its subsidiaries to withhold such amount from any amounts otherwise owed to the Optionee, but nothing in this sentence shall be construed as relieving the Optionee of any liability for satisfying his or her obligation under the preceding provisions of this Section.

7.Effect on Employment.  Neither the grant of the Stock Option, nor the issuance of Shares upon exercise of the Stock Option, will give the Optionee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline the Optionee at any time, or affect any right of the Optionee to terminate his or her Employment at any time.

8.Provisions of the Plan.  This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the Grant Date has been furnished to the Optionee.  By accepting the Stock Option, the Optionee agrees to be bound by the terms of the Plan and this Agreement.  In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.  In addition, Section 6(a)(13) of the Plan shall apply to this Stock Option.

9.Acknowledgments.  The Optionee acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument, (ii) this agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitute an original signature for all purposes hereunder and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Optionee.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.

Company:	PERFORMANCE HEALTH HOLDINGS CORP.
	By:
	Name:
	Title:
Optionee:
	Name:
	Address:

[Signature Page to Non-Statutory Option Agreement]

EX-10.5

Exhibit 10.5

Name:	Michael Celano
Number of Shares of Stock Subject to Stock Option:	[$50,000/IPO Price per Share]
Exercise Price Per Share:	$[IPO Price per Share]
Grant Date:	[•]

PERFORMANCE HEALTH HOLDINGS CORP.
2016 OMNIBUS INCENTIVE PLAN

NON-STATUTORY STOCK OPTION AGREEMENT

This agreement (this “Agreement”) evidences the grant of a stock option by Performance Health Holdings Corp. (the “Company”) to the individual named above (the “Optionee”) pursuant to and subject to the terms of the Performance Health Holdings Corp. 2016 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.

1.             Grant of Stock Option.  On the date of grant set forth above (the “Grant Date”) the Company granted to the Optionee an option (the “Stock Option”) to purchase, on the terms provided herein and in the Plan, up to the number of shares of Stock set forth above (each, a “Share,” and collectively, the “Shares”) at the exercise price per Share set forth above, in each case, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.

The Stock Option evidenced by this Agreement is a non-statutory option (that is, an option that is not to be treated as a stock option described in subsection (b) of Section 422 of the Code) and is granted to the Optionee in connection with the Optionee’s employment by or service to the Company and its qualifying subsidiaries.  For purposes of the immediately preceding sentence, “qualifying subsidiary” means a subsidiary of the Company as to which the Company has a “controlling interest” as described in Treas. Regs. §1.409A-1(b)(5)(iii)(E)(1).

2.             Meaning of Certain Terms.  Each initially capitalized term used but not separately defined herein has the meaning assigned to such term in the Plan.

3.             Vesting; Method of Exercise.

(a)As used herein with respect to the Stock Option or any portion thereof, the term “vest” means to become exercisable and the term “vested” means that the Stock Option or portion thereof is then exercisable, subject in each case to the terms of the Plan. The Stock Option is vested as to 100% of the total number of Shares subject to the Stock Option on the Grant Date.

(b)Exercise of the Stock Option.  No portion of the Stock Option may be exercised until such portion vests.  Each election to exercise any vested portion of the Stock Option will be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee (or legally

appointed representative, in the event of the Optionee’s disability) or the person or persons to whom the Stock Option is transferred by will or the applicable laws of descent and distribution, or shall be in such other form as is acceptable to the Administrator.  Each such election must be received by the Company at its principal office or by such other party as the Administrator may prescribe and be accompanied by payment in full as provided in the Plan.  The exercise price may be paid (i) by cash or check acceptable to the Administrator, (ii) to the extent permitted by the Administrator, through a broker-assisted cashless exercise program acceptable to the Administrator, (iii) by such other means, if any, as may be acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment.  In the event that the Stock Option is exercised by a person other than the Optionee, the Company will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of such individual to exercise the Stock Option.  The latest date on which the Stock Option or any portion thereof may be exercised will be the sixtieth (60th) day following the Grant Date (the “Final Exercise Date”).  Any portion of the Stock Option that remains outstanding and has not been exercised by the Final Exercise Date will thereupon immediately terminate.  Upon any earlier termination of Employment, the provisions of Section 6(a)(4) of the Plan shall apply.

4.             Forfeiture; Recovery of Compensation.  By accepting the Stock Option the Optionee expressly acknowledges and agrees that (i) his or her rights, and those of any permitted transferee, under the Stock Option or to any Shares acquired under the Stock Option or proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision) and (ii) any Shares acquired hereunder are subject to forfeiture, termination and rescission, and the Optionee will be obligated to return to the Company the value received with respect to such Shares (including any gain realized on any subsequent sale or disposition of Shares) (A) in accordance with any Company clawback or other policy relating to the recovery of incentive compensation, as such policy may be amended and in effect from time to time, or (B) as otherwise required by law or applicable stock exchange listing standards, including, without limitation, Section 10D of the Securities Exchange Act of 1934, as amended.  Nothing in the preceding sentence shall be construed as limiting the general application of Section 8 of this Agreement.

5.             Transfer of Stock Option. The Stock Option may not be transferred except at death in accordance with Section 6(a)(3) of the Plan.

6.             Taxes.  The Optionee expressly acknowledges and agrees that he shall be responsible for satisfying and paying all taxes arising from or due in connection with the exercise of the Stock Option and the delivery of Shares hereunder. The Company shall have no liability or obligation related to the foregoing.

7.             Effect on Employment.  Neither the grant of the Stock Option, nor the issuance of Shares upon exercise of the Stock Option, will give the Optionee any right to

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be retained in the service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge the Optionee at any time, or affect any right of the Optionee to terminate his service at any time.

8.             Provisions of the Plan.  This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the Grant Date has been furnished to the Optionee.  By accepting the Stock Option, the Optionee agrees to be bound by the terms of the Plan and this Agreement.  In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. In addition, Section 6(a)(13) of the Plan shall apply to this Stock Option.

9.             Acknowledgments.  The Optionee acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument, (ii) this agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitute an original signature for all purposes hereunder and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Optionee.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.

Company:	PERFORMANCE HEALTH HOLDINGS CORP.
	By:
	Name:
	Title:
Optionee:
	Name: Michael Celano
	Address:

[Signature Page to Non-Statutory Option Agreement]

EX-10.6

Exhibit 10.6

Name:	[·]
Number of Restricted Stock Units subject to Award:	[·]
Grant Date:	[·]

PERFORMANCE HEALTH HOLDINGS CORP.

2016 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT (NON-EMPLOYEE DIRECTORS)

This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Performance Health Holdings Corp. (the “Company”) to the undersigned (the “Grantee”) pursuant to and subject to the terms of the Performance Health Holdings Corp. 2016 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.

1.Grant of Restricted Stock Units.  On the date of grant set forth above (the “Grant Date”) the Company granted to the Grantee an award consisting of the right to receive on the terms provided herein and in the Plan, one share of Stock with respect to each Restricted Stock Unit forming part of the Award, in each case, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.

2.Meaning of Certain Terms.  Each initially capitalized term used but not separately defined herein has the meaning assigned to such term in the Plan.

3.Vesting, etc.  Unless earlier terminated, expired or forfeited, and subject to the Grantee’s continuous service as a member of the Board through the applicable vesting date set forth below, the Award shall vest as follows:

[Specific vesting terms to be specified in each grant]

If the Grantee’s service as a member of the Board ceases for any reason, the Award, to the extent not already vested will be automatically and immediately forfeited.  Notwithstanding the foregoing, the Award, to the extent outstanding and not already vested, will automatically vest in full in the event of (i) a Change in Control (as defined below) or (ii) the cessation of the Grantee’s service as a member of the Board as a result of the Grantee’s death.  For purposes of this Agreement, “Change in Control” means the first to occur of any of the following events:

(A)an event in which any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (other than (i) the Company, (ii) any subsidiary of the Company, (iii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of any subsidiary of the Company, and (iv) any company owned, directly or indirectly, by the stockholders of

the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Section 13(d) of the 1934 Act), together with all affiliates and associates (as such terms are used in Rule 12b-2 of the General Rules and Regulations under the 1934 Act) of such person, directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities;

(B)the consummation of the merger or consolidation of the Company with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, more than 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) after which no “person” “beneficially owns” (with the determination of such “beneficial ownership” on the same basis as set forth in clause (A) of this definition) securities of the Company or the surviving entity of such merger or consolidation representing 40% or more of the combined voting power of the securities of the Company or the surviving entity of such merger or consolidation;

(C)if during any period of two consecutive years (not including any period prior to the date the Plan was initially adopted), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has conducted or threatened a proxy contest, or has entered into an agreement with the Company to effect a transaction described in clause (A), (B) or (D) of this definition) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office, who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute at least a majority thereof; or

(D)the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets.

4.Delivery of Stock.  The Company shall, as soon as practicable upon the vesting of the Restricted Stock Units (but in no event later than March 15 of the year following the year in which such Restricted Stock Units vest) effect delivery of the Stock with respect to such vested Restricted Stock Units to the Grantee (or, in the event of the

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Grantee’s death, to the person to whom the Award has passed by will or the laws of descent and distribution).  No Stock will be issued pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Stock have been complied with to the satisfaction of the Administrator.

5.Dividends; Other Rights.  The Award shall not be interpreted to bestow upon the Grantee any equity interest or ownership in the Company or any Affiliate prior to the date on which the Company delivers shares of Stock, if any, to the Grantee hereunder.  The Grantee is not entitled to vote any shares of Stock by reason of the granting of this Award or to receive or be credited with any dividends declared and payable on any share of Stock prior to the date on which any such share is delivered to the Grantee hereunder.  The Grantee shall have the rights of a shareholder only as to those shares of Stock, if any, that are actually delivered under this Award.

6.Forfeiture; Recovery of Compensation. By accepting the Award the Grantee expressly acknowledges and agrees that (i) his or her rights (and those of any permitted transferee) under the Award or to any Stock acquired under the Award or any proceeds from the disposition thereof are subject to Section 6(a)(5) of the Plan (including any successor provision) and (ii) any Stock acquired hereunder is subject to forfeiture, termination and rescission, and the Grantee will be obligated to return to the Company the value received with respect to such Stock (including any gain realized on any subsequent sale or disposition of shares) (A) in accordance with any Company clawback or other policy relating to the recovery of incentive compensation, as such policy may be amended and in effect from time to time, or (B) as otherwise required by law or applicable stock exchange listing standards, including, without limitation, Section 10D of the Securities Exchange Act of 1934, as amended.  Nothing in the preceding sentence shall be construed as limiting the general application of Section 10 of this Agreement.

7.Nontransferability.  Neither the Award nor the Restricted Stock Units may be transferred except at death in accordance with Section 6(a)(3) of the Plan.

8.Certain Tax Matters.  The Grantee expressly acknowledges and agrees that he or she shall be responsible for satisfying and paying all taxes arising from or due in connection with the grant or vesting of the Restricted Stock Units and/or the delivery of any Stock hereunder.  The Company shall have no liability or obligation relating to the foregoing.

9.Effect on Service.  Neither the grant of the Restricted Stock Units, nor the delivery of Stock upon vesting of the Award, will give the Grantee any right to be retained in the service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge the Grantee at any time, or affect any right of the Grantee to terminate his or her service at any time.

10.Provisions of the Plan.  This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the Grant Date has been furnished to the Grantee.  By accepting the Award, the Grantee agrees to be bound by the terms of the Plan and this Agreement.  In the event

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of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.  In addition, Section 6(a)(13) of the Plan shall apply to this Award.

11.Acknowledgements.  The Grantee acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument, (ii) this agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitute an original signature for all purposes hereunder and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Grantee.

[Signature page follows.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.

		PERFORMANCE HEALTH HOLDINGS CORP.
		By:
		Name:
		Title:
Dated:
Acknowledged and Agreed:
By
	[Grantee’s Name]

[Signature Page to Restricted Stock Unit Agreement]

EX-10.7

Exhibit 10.7

AMENDED AND RESTATED EMPLOYMENT AND
NON-COMPETITION AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (this “Agreement”), is entered into effective as of the 11th day of October, 2012 (the “Effective Date”), by and between The Hygenic Corporation, a Delaware corporation (the “Company”), and Marshall Dahneke, an individual (the “Employee”).

RECITALS

WHEREAS, the Employee has served as President and Chief Executive Officer of the Company since June 30, 2008, pursuant to the terms of an employment agreement, effective as of June 30, 2008 (the “Original Agreement”);

WHERAS, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of the date hereof, Performance Health Holdings, Inc., a Delaware corporation, indirectly acquired all of the outstanding stock of Performance Health & Wellness Holdings, Inc., a Delaware corporation (“Holdings”);

WHEREAS, the Company desires to continue to employ the Employee in such capacities and the Employee desires to continue such employment on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth below, and upon the terms and subject to the conditions contained in this Agreement, the Employee and the Company agree as follows:

Section 1.Definitions.

1.1.Affiliates.  “Affiliates” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the first Person.  For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

1.2.Business.  “Business” means the business of the Company, including designing, manufacturing or marketing any of: (i) resistive exercise bands or tubing, exercise balls or hand exercise products and other products used for therapy or pain relief by healthcare practitioners; (ii) topical analgesics; (iii) latex or synthetic latex products used by medical or industrial applications, including, without limitation, sonar buoys, soap dispensers, welding hoses, air and fluid transport, sheeting for baking release and turkey calls, as further described in any and all of the Company’s manufacturing, marketing and sales manuals; or (iv) latex or synthetic dental dam products, as the same may be altered, amended, supplemented or otherwise changed from time to time in accordance with the Company’s strategic planning process.

1.3.Company.  “Company” includes the Company’s subsidiaries, divisions and Affiliates as they may exist from time to time.

1.4.Confidential Information.  “Confidential Information” means information that constitutes a trade secret under the Uniform Trade Secrets Act or that otherwise is not generally known to the public and that is developed, owned or obtained by the Hygenic Group, including, without limitation, information developed by the Employee in the course of performing service to the any member of the Hygenic Group, and the Hygenic Group’s marketing, financial, sales, customer and prospective customer information.

1.5.Governmental Authority.  “Governmental Authority” means any government or political subdivision, whether federal, state, local or foreign, or any agency, commission, instrumentality or other authority of any such government or political subdivision, or any federal, state, local or foreign court or arbitrator.

1.6.Hygenic Group.  “Hygenic Group” means the Company, Holdings, HCM Hygenic Corporation Sdn. Bhd., a Malaysian corporation.  Performance Health, a German limited liability company, Performance Health, LLC, a Delaware limited liability company, and Hygenic Intangible Property Holding Co., a Nevada corporation and their respective subsidiaries and divisions as they may exist from time to time.

1.7.Person.  “Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, Governmental Authority or other entity or organization.

1.8.Restricted Territory.  “Restricted Territory” means any geographic area in which the Company does business or is actively planning to do business at the time the Executive’s employment terminates or at any time during the two (2) year period immediately prior to such termination.

1.9.Work Product.  “Work Product” means any and all promotional and advertising materials, catalogs, brochures, plans, customer lists, supplier lists, manuals, handbooks, equipment and parts lists, dealer and distributor lists, inventions, discoveries, improvements, trade secrets, secret processes and any technology, know-how or intellectual property made or developed or conceived of by the Employee, in whole or in part, alone or with others, which results from any work he may do for, or at the request of, the Company or which relates to the business, operations, activities, research, investigations or obligations of the Company.

Section 2.Employment.

2.1.Original Agreement.  As of the Effective Date, the Original Agreement shall terminate and cease to have any force or effect.

2.2.Term.  The Company shall continue to employ the Employee, and the Employee shall continue to serve the Company, for a continuous term beginning on the date hereof and ending on the first anniversary thereof, which term shall automatically be renewed on the same terms and conditions set forth herein (as modified from time to time) for additional one-year periods beginning on the first anniversary of the Effective Date, unless either party provides

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written notice to the other party of its or his election not to renew the term at least sixty (60) days prior to the end of the original or any such renewal term, or unless the term is terminated earlier pursuant to the provisions of this Agreement (the “Term of Employment”).

2.3.Duties.

(a)Capacity.  The Employee will be employed as the President and Chief Executive Officer of the Company, and the Employee will perform the responsibilities and duties that are usual to the position of Chief Executive Officer and President and such managerial responsibilities and duties as may be assigned to him hereafter from time to time by the Board of Directors of the Company.  The Employee will report to the Company’s Board of Directors.  The Employee will use his best efforts to promote the interests, prospects and condition (financial and otherwise) and welfare of the Company and shall perform his duties and responsibilities to the best of his ability in a diligent, trustworthy, businesslike and efficient manner.

(b)Schedule and Location.  The Employee will be employed on a full-time basis and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company.  The Employee shall render his services in accordance with such policies as the Company may establish from time to time for the conduct of its employees.  The Employee shall perform his duties under this Agreement in Akron, Ohio and shall travel to such other places in the United States and elsewhere as the Board of Directors of the Company so directs from time to time as needed.

(c)Exclusivity.  Without limiting the generality of the foregoing, the Employee shall faithfully serve the Company, devote Employee’s full working time, attention and energies to the business of the Company and perform the duties under this Agreement.  Notwithstanding the foregoing, nothing in this agreement shall prohibit Employee from serving on civic, charitable or religious organizations, so long as such activities do not unreasonably interfere with the performance of Employee’s duties under this Agreement.

2.4.Compensation.  As compensation for the services to be rendered and the other obligations undertaken by the Employee under this Agreement, the Company shall pay or provide the Employee the following compensation:

(a)Salary.  From the date of this Agreement as set forth above, the Company shall pay to the Employee, in accordance with the Company’s policies in effect from time to time, an annualized base salary (the “Annual Base Salary”) of $345,868.00, payable in equal bi-weekly installments in arrears.  The Employee’s Annual Base Salary shall be reviewed by the Board of Directors of the Company on or prior to the first anniversary and each anniversary thereafter of the Effective Date while this Agreement is in effect, and may be increased, but not decreased upon such review.

(b)Discretionary Bonuses.  The Employee shall be eligible to receive annual bonuses which shall be targeted at 50% of Annual Base Salary, as determined by the Board of Directors of the Company in their sole discretion, taking into consideration the financial performance of the Company relative to the annual financial plan and operating goals adopted by

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the Board of Directors of the Company from time to time (and, acknowledging that, in times of poor performance, the discretionary annual bonus may be zero).  The time period for determination of such discretionary annual bonus is the Company’s fiscal year of May 1 through April 30.  Payment of any discretionary annual bonus will be made to the Employee in a single lump sum by the later of (i) the date that is thirty days after the issuance of the Company’s annual audit report for such fiscal year (but in any event before March 15 of the year following the year in which the fiscal year ends) and (ii) July 15 following the end of the fiscal year.

(c)Expenses.  The Company shall reimburse the Employee for his reasonable travel and entertainment expenses in connection with his employment by the Company in accordance with the policies of the Company in effect from time to time.

(d)Vacation; Holidays.  The Employee shall be entitled to four (4) weeks of paid vacation per year in accordance with the policies of the Company in effect from time to time.  Unless otherwise provided in such policies, unused vacation cannot be carried forward or made available for use in any subsequent year.  The Employee also shall be entitled to additional paid holidays in accordance with the policies of the Company in effect from time to time.

(e)Automobile/Automobile Allowance.  The Employee shall be entitled to use a Company automobile, the make and model of such to be determined in the Company’s sole discretion.  Alternatively, in the Company’s sole discretion, the Company shall provide the Employee an automobile allowance of up to One Thousand dollars ($1,000) per month to cover the cost of the lease on a car of the Employee’s selection.  In either event, the Company shall pay for or provide for payment of the cost of insurance and other operating expenses associated with the Employee’s use of such automobile on Company business.

(f)Additional Benefits.  The Employee will receive all general benefits for which he is eligible under the terms of any plans, programs or arrangements, if any, the Company may provide (“Additional Benefits”) from time to time including, but not limited to participation in the Company’s 401(k) plan.  Additional Benefits, if any, will in all respects be paid or provided in accordance with the then-existing plans, or policies, programs and/or arrangements establishing or governing such Additional Benefits subject to any eligibility criteria described in such plans, policies or programs.  The Company reserves the right to add, terminate and/or amend any or all existing plans, policies, programs and/or arrangements to the extent permitted by law.

Section 3.Non-Competition.

3.1.Confidential Information.  The Employee acknowledges and agrees that in the performance of his duties under this Agreement, he will be brought into frequent contact, either in person, by telephone or through the mails, with existing and potential customers of the Hygenic Group.  The Employee also agrees that any Confidential Information gained by the Employee during his employment with the Hygenic Group has been developed by the Hygenic Group through substantial expenditures of time and money and constitutes valuable and unique property of the Hygenic Group.  The Employee further understands and agrees that the foregoing makes it necessary for the protection of the Business that the Employee not compete with the

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Hygenic Group during the Term of Employment and not compete with the Hygenic Group for a reasonable period after such employment, as further provided in the following sections.

3.2.Non-Competition During The Term of Employment.  During the Term of Employment, the Employee shall not and shall cause each of his Affiliates not to, in any of the United States of America, Canada, Europe, Australia, Japan or any other country in the world:

(a)enter into or engage in any business that competes with the Business; or

(b)solicit customers, active prospects, business or patronage for any business, wherever located, that competes with the Business or sell any products or services for any business, wherever located, that competes with the Business or could then be provided by the Business; or

(c)solicit, divert, entice or otherwise take away any customers, former customers, active prospects, business, patronage or orders of the Hygenic Group or attempt to do so; or

(d)counsel, promote or assist, financially or otherwise, any Person, engaged in any business that competes with the Business.

3.3.Non-Competition After The Term of Employment.

(a)For a period of one year following the Term of Employment in the event that the Employee is terminated from employment by the Company (other than pursuant to Section 6.1(c) and (d)) or by employee pursuant to Section 6.1(f)(i), or for a period of two years following the Term of Employment in the event the Employee’s employment ends for any other reason, and, if applicable, in either instance, the extended period elected by the Company in accordance with Section 3.3(b) hereof, the Employee shall not and shall cause each of his Affiliates not to:

(i)enter into or engage in any business that competes with the Business within the Restricted Territory; or

(ii)solicit customers, active prospects, business or patronage for any business, wherever located, that competes with the Business within the Restricted Territory or sell any products or services for any business, wherever located, that competes with the Business or could then be provided by the Business within the Restricted Territory; or

(iii)solicit, divert, entice or otherwise take away any customers, former customers, active prospects, business, patronage or orders of the Hygenic Group within the Restricted Territory or attempt to do so; or

(iv)counsel, promote or assist, financially or otherwise, any Person engaged in any business that competes with the Business within the Restricted Territory.

(b)The Company, in its sole discretion, may elect to extend the covenants set forth on Section 3.3(a)(i) through (iv) for an additional twelve months beyond the period

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described in Section 3.3(a), by (I) providing written notice to the Employee no later than the six months before the end of such period, and (II) providing monthly payments to the Employee in an amount equal to one-twelfth of the Annual Base Salary in effect on the Employee’s last day of employment with the Company, paid on the last day of each of the months during the additional twelve-month period.  If the Company does not elect to extend the covenants set forth on Section 3.3(a)(i) through (iv) for the additional twelve months, such covenants shall expire on the first anniversary (if the Employee is terminated from employment at the Company’s convenience), or second anniversary (if the Employee’s employment ends for any other reason), of the expiration of the Term of Employment.

3.4.Tolling of Covenants.  If it is judicially determined that the Employee has violated any of his obligations under Section 3.3, then the period applicable to each obligation that the Employee has been determined to have violated automatically will be extended by a period of time equal in length to the period during which such violation(s) occurred.

3.5.Nonsolicitation.  The Employee shall not, and shall cause each of his Affiliates not to, directly or indirectly, during the Term of Employment and two years thereafter, solicit or induce or attempt to solicit or induce any employee, representative or agent of the Hygenic Group to terminate his or its employment, representation or other association with the Hygenic Group.

3.6.Non-Competition - Direct or Indirect.  The Employee will be in violation of Sections 3.2, 3.3 and 3.5 if he engages in any or all of the activities set forth in those sections directly as an individual on his own account, or indirectly for any other Person and whether as partner, joint venturer, employee, agent, salesperson, employee, officer and/or director of any Person or as an equity holder of any Person in which Employee or Employee’s spouse, child or parent owns, directly or indirectly, any of the outstanding equity interests.

Section 4.Development of Inventions, Improvements or Know-How.

4.1.Disclosure Obligation.  The Employee and his heirs, assigns and representatives shall disclose fully and promptly to the Company any and all Work Product, including, without limitation, any and all facts, test data, findings, designs, formulas, processes, sketches, drawings, models and figures.

4.2.Assignment.  All Work Product is deemed a “work of hire” in accordance with the U.S. Copyright Act and is owned exclusively by the Company.  If, and to the extent, any of the Work Product is not considered a “work of hire,” the Employee does hereby assign to the Company and shall, without further compensation, assign to the Company, the Employee’s entire right, title and interest in and to all Work Product.  At the Company’s expense and at the Company’s request, the Employee shall provide reasonable assistance and cooperation, including, without limitation, the execution of documents in order to obtain, enforce and/or maintain the Company’s proprietary rights in the Work Product throughout the world.  The Employee appoints the Company as his agent and grants the Company a power of attorney for the limited purpose of executing all such documents.

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4.3.Publication.  The Employee shall not publish or submit for publication, or otherwise disclose to any Person other than the Company, any data or results from the Employee’s work on behalf of the Company without the prior written consent of the Company.

Section 5.Non-Disclosure.  The Employee shall keep in strict confidence, and shall not, directly or indirectly, at any time, during the Term of Employment or after the termination of this Agreement, disclose, furnish, disseminate, make available or, except in the course of performing his duties of employment under this Agreement in accordance with the terms hereof, use any Confidential Information, without limitation as to when or how the Employee may have acquired such information.  The Employee specifically acknowledges that: (i) this Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of the Employee and whether compiled by the Company and/or the Employee derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from their disclosure or use; (ii) reasonable efforts have been put forth by the Company to maintain the secrecy of such information; (iii) such information is and will remain the sole property of the Company; and (iv) any retention and use of the Confidential Information during or after the termination of his employment with the Company will constitute a misappropriation of the Company’s trade secrets.

Section 6.Termination of Employment.

6.1.Right to Terminate.

(a)Death.  The Employee’s employment by the Company and this Agreement shall terminate upon the Employee’s death.

(b)Disability.  In the event that the Employee, because of accident, disability or physical or mental illness, is determined by the Company in good faith to be incapable of performing his duties under this Agreement, the Company has the right to terminate the Employee’s employment and this Agreement upon 30 days’ prior written notice to the Employee.  For purposes of this Section 6.1(b), the Employee will be deemed to have become incapable of performing his duties under this Agreement if he is incapable of so doing for (a) a continuous period of 90 days and remains so incapable at the end of such 90-day period, or (b) periods amounting in the aggregate to 90 days within any one period of 365 days and remains so incapable at the end of such aggregate period of 90 days.

(c)Breach.  In the event that the Employee materially breaches, or fails to comply with, any of the provisions of this Agreement, the Company has the right to terminate the Employee’s employment by the Company and this Agreement.

(d)Cause.  The Company has the right to terminate the Employee’s employment by the Company and this Agreement for cause upon (i) the indictment of Employee with respect to a felony; (ii) Employee’s continued failure to perform employment duties reasonably requested by the Company (except as a result of sickness, illness or injury), provided the Company first notifies Employee in writing by certified mail describing in reasonable detail the reasons for such non-performance and Employee has not fully cured such non-performance

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within 60 days following the date of the Company’s notice; (iii) Employee’s material violation of the Company’s written policies regarding ethics, anti-discrimination, equal employment opportunity, and sexual harassment, (iv) Employee’s possession on the Company’s premises of any prohibited drug or substance that would amount to a criminal offense, (v) willful misconduct or grossly negligent conduct by the Employee in the performance of his duties, provided the Company first notifies Employee in writing by certified mail describing in reasonable detail the willful misconduct or gross negligence and Employee has not fully cured such non-performance within 30 days following the date of the Company’s notice, (vi) gross misconduct by the Employee that has reflected so seriously on his public reputation as to prejudice the interest of the Company if he were to continue to be retained as one of its employees or (vii) Employee’s breach of Sections 3, 4 or 5 of this Agreement.

(e)Otherwise by the Company.  The Company has the right to terminate the Employee’s employment by the Company and this Agreement for any other reason not specified in this Section 6.1 upon 30 days’ prior written notice to the Employee.

(f)By Employee.

(i)The Employee has the right to terminate his employment under this Agreement upon Good Reason.  Good Reason means the Company, without the Employee’s prior written consent, (i) has transferred Employee’s primary office location to a location more than 35 miles away from its location on the date of this Agreement, resulting in an increase in the Employee’s commute; (ii) has substantially diminished Employee’s duties or assigned Employee to a position other than President and CEO, or (iii) has reduced the Employee’s Annual Base Salary (other than a reduction applied equally to all senior executives of the Company) or has reduced the Annual Target Bonus, or (iv) any material breach of the Agreement by the Company, provided none of these events shall constitute Good Reason unless the Employee has given notice to the Company within 60 days of Employee’s knowledge of such events that specifies in reasonable detail the event(s) alleged to constitute Good Reason, and the Company fails to cure said event(s) within 30 days following its receipt of the Employee’s notice.

(ii)The Employee has the right to terminate his employment under this Agreement without Good Reason at any time upon 30 days’ prior written notice to the Company.

6.2.Rights and Obligations of Employee Upon Termination.

(a)Payment Obligation.  Upon the termination by the Company of the Employee’s employment pursuant to Sections 6.1(a) or (d) or the termination by the Employee of the Employee’s employment pursuant to Section 6.1(f)(ii), the Company will have no further obligation to the Employee under this Agreement except to distribute to the Employee: (i) the unpaid installments of Annual Base Salary due pursuant to Section 2.3(a) up to the date of termination and any unpaid installments of Annual Bonus from a prior fiscal year due pursuant to Section 2.3(b) up to the date of termination; (ii) the benefits due the Employee as of the date of termination, if any, under the Company’s then existing employee benefit plans, policies or programs in which he participates, pursuant to the terms of such employee benefit plans, policies or programs; and (iii) reimbursement of business expenses submitted to the Company and properly incurred up to the date of the Employee’s termination from employment.

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(b)Severance Benefits.  Upon any termination by the Company of the Employee’s employment pursuant to Section 6.1(b) or (e), the Company’s election not to renew Term of Employment pursuant to Section 2.1, or the termination by Employee of the Employee’s employment pursuant to Section 6.1(f)(i), and, in either event, the Employee’s execution and delivery to the Company (without revocation) of a general release in form and substance satisfactory to the Company in its sole discretion within the time period specified in such release, and such release having become effective in accordance with these terms, which form of release shall exclude claims for indemnification under the Company’s Articles of Incorporation, by-laws or similar policy, plan or agreement relating to the indemnification of officers, claims under the Stockholders Agreement dated as of October   , 2012, by and among Holdings and the shareholders of Holdings, as the same may be amended, modified, supplemented or replaced from time to time and claims for vested tax-qualified retirement benefits, the Company shall pay to the Employee on the last day of each of the twelve (12) months following the month in which such termination occurred a severance payment in an amount equal to one-twelfth of his Annual Base Salary then in effect on the date of termination (with the first payment made following the effectiveness of the release referenced above to include payment for any month following the month in which the termination occurred that has then elapsed).  Notwithstanding the foregoing, upon termination of the Employee pursuant to Section 6.1(e) or 6.1(f)(i), each month during the twelve (12) months following any such termination, the Company is not obligated to pay any severance payments to the Employee if the Employee violates Sections 3, 4 or 5 of this Agreement.  Upon termination of the Employee pursuant to Section 6.1(e) or 6.1(f)(i), if the Employee elects continuation of coverage under the Company’s medical and/or dental benefits in accordance with Part 6 of Title I of ERISA (“COBRA”) in which the Employee and/or his dependents were properly participating on the date of termination from employment, the Company will pay, during the first twelve (12) months of such COBRA continuation coverage, an amount sufficient so the Employee is responsible for paying only the portion of the premium for such coverage that Employee would be required to pay if the Employee was then employed with the Company.

(c)Return or Destruction.  Upon termination of this Agreement, the Employee shall not remove from any premises at which the Business is conducted any property of the Company, including, without limitation, any Confidential Information, and shall return, in good condition, all the property of the Company, including, without limitation, all tangible embodiments of the Confidential Information.

Section 7.Miscellaneous.

7.1.Amendment.  This Agreement may be amended only by a writing executed by the parties to this Agreement.

7.2.Entire Agreement.  This Agreement and the other agreements referred to in this Agreement set forth the entire understanding of the parties regarding this subject matter and supersede all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written, between the parties regarding this subject matter, including, but not limited to, the Original Agreement.

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7.3.Notices.  All notices and other communications required or permitted under this Agreement will be in writing and will be deemed to have been duly given when delivered in person or when dispatched by telegram or electronic facsimile transfer (confirmed in writing by mail simultaneously dispatched) or one business day after having been dispatched by a nationally recognized overnight courier service to the appropriate party at the address specified below:

If to the Company:	The Hygenic Corporation
	1245 Home Avenue
	Akron, Ohio 44310-2510
	Telecopy: (330) 630-5286
	Attention: Chief Financial Officer
With a copy to:	Gridiron Capital Fund II, LP
	220 Elm Street
	New Canaan, CT 06840
	Telecopy: (203) 801-0602
	Attention: Tom Burger, Kevin Jackson
	Ropes & Gray LLP
	800 Boylston Street
	Boston, MA 02199-3600
	Telecopy: (617) 235-0566
	Attention: Christopher Comeau, Esq.
If to the Employee:	Marshall Dahneke
	5745 Canyon View Drive
	Painesville, Ohio 44077

7.4.Assignment.  This Agreement is binding upon and inures to the benefit of the heirs, successors, representatives and assigns of each party, but no rights, obligations or liabilities of the Employee under this Agreement will be assignable without the prior written consent of the Company.

7.5.Governing Law.  This Agreement will in all respects be governed by, and construed in accordance with, the laws of the State of Ohio, without regard to conflict of laws principles that would require the application of the laws of any other jurisdiction.

7.6.Severability.  Each section and subsection of this Agreement constitutes a separate and distinct provision of this Agreement.  It is the intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applicable in each jurisdiction in which enforcement is sought.  Accordingly, if any provision of this Agreement is adjudicated to be invalid, ineffective or unenforceable, the remaining provisions will not be affected by such adjudication.  The invalid, ineffective or unenforceable provision will, without further action by the parties, be automatically amended to effect the original purpose and intent of the invalid, ineffective or unenforceable provision; provided, however, that such amendment will apply only with respect to the operation of such provision in the particular jurisdiction with respect to which such adjudication is made.

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7.7.Waivers.  None of the terms of this Agreement will be deemed to be waived or amended by either party unless such a waiver or amendment specifically references this Agreement and is in writing signed by an authorized representative of the party to be bound.  Any such signed waiver will be effective only in the specific instance and for the specific purpose for which it was made or given.

7.8.Headings.  The headings in this Agreement are solely for convenience of reference and are not to be given any effect in the construction or interpretation of this Agreement.

7.9.Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same instrument.

7.10.Third Parties.  Nothing expressed or implied in this Agreement is intended, or may be construed, to confer upon or give any Person other than the Company and the Employee (and their respective successors and assigns) any rights or remedies under, or by reason of, this Agreement.

7.11.Withholding.  Ail payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

7.12.Section 409A.  Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.  Any reimbursement for expenses that would constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code, as amended (the “Code”) shall be subject to the following additional rules: (i) no reimbursement of any such expense shall affect the Employee’s right to reimbursement of any such expense in any other taxable year; (ii) reimbursement of the expense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit.  In no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A of the Code.

7.13.Disclosure.  During the Term of Employment and for three years after such Term of Employment, the Employee shall communicate the existence, but not the contents of, this Agreement to any Person that he intends to be employed by, associated with or represent and that is engaged in a business that is competitive to the Business.

7.14.Arbitration/Specific Performance.  Except as otherwise provided in this paragraph, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the employment arbitration rules of the American Arbitration Association then in effect, such arbitration to be located in Akron, Ohio if initiated by Employee, and New York, New York, if initiated by the Company.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction.  No party shall be entitled to seek or be awarded punitive damages.  All attorneys’ fees and costs shall be allocated or

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apportioned as agreed by the parties or, in the absence of an agreement, in such manner as the arbitrator or court shall determine to be appropriate to reflect the final decision of the deciding body as compared to the initial positions in arbitration of each party.  Notwithstanding the foregoing, the Employee acknowledges that his failure to comply with Sections 3, 4 and 5 of this Agreement will irreparably harm the Business and that the Company will not have an adequate remedy at law in the event of such non-compliance.  Therefore, the Employee acknowledges that the Company will be entitled to injunctive relief and/or specific performance without the posting of bond or other security, in addition to whatever other remedies it may have, at law or in equity, in any court of competent jurisdiction against any acts of non-compliance by the Employee under this Agreement.

7.15.Survival of Certain Obligations.  The obligations of the Company and the Employee set forth in this Agreement that by their terms extend beyond or survive the termination of this Agreement, including, without limitation, the obligations of the Employee under Sections 3, 4 and 5 hereof, will not be affected or diminished in any way by the termination of this Agreement.

7.16.Legal Counsel.  Each party hereby agrees and acknowledges that it has had full opportunity to consult with counsel and tax advisors of its selection in connection with the preparation and negotiation of this Agreement.

7.17.No Prior Restrictions.  The Employee hereby represents and warrants to the Company that the Employee is free to enter into employment with the Company on the terms set forth herein and that there are no contracts or restrictive covenants preventing full performance of the Employee’s duties.

[THIS PORTION IS INTENTIONALLY BLANK.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and delivered by its duly authorized officer, and the Employee has duly executed and delivered this Agreement, on the date(s) written below.

/s/ Marshall Dahneke
MARSHALL DEHNEKE
THE HYGENIC CORPORATION
By:	/s/ Niels Lichti
Name:	Niels Licht
Title:	Chief Financial Officer and Secretary
Date:	10/11/2012

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EX-10.8

Exhibit 10.8

EXECUTION COPY

EMPLOYMENT AND NON-COMPETITION AGREEMENT

THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), is entered into effective as of the 7th day of March, 2014 (the “Effective Date”), by and between The Hygenic Corporation, a Delaware corporation (the “Company”), and Rocco Mango, an individual (the “Employee”).

RECITALS

WHEREAS, the Company desires to enter into this Agreement with respect to the employment of the Employee on the terms and conditions set forth herein and the Employee desires to commence such employment on the terms and conditions set forth herein; and

WHEREAS, in the course of such employment, the Employee will become familiar with confidential information and trade secrets associated with the business of the Company.

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth below, and upon the terms and subject to the conditions contained in this Agreement, the Employee and the Company agree as follows:

Section 1.Definitions.

1.1Affiliates.  “Affiliates” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the first Person.  For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

1.2Business.  “Business” means the business of the Company, including designing, manufacturing, sale or marketing any of: (i) resistive exercise bands or tubing, exercise balls or hand exercise products and other products used for therapy or pain relief by healthcare practitioners; (ii) topical analgesics; (iii) latex or synthetic latex products used by medical or industrial applications, including, without limitation, sonar buoys, soap dispensers, welding hoses, air and fluid transport, sheeting for baking release and turkey calls, as further described in any and all of the Company’s manufacturing, marketing and sales manuals; (iv) latex or synthetic dental dam products or (v) health and wellness products, massage therapy, spa therapy, aroma therapy and other skin healthcare related products and accessories, as the same may be altered, amended, supplemented or otherwise changed from time to time in accordance with the Company’s strategic planning process.

1.3Company.  “Company” includes the Company’s subsidiaries, divisions and Affiliates as they may exist from time to time.

1.4Confidential Information.  “Confidential Information” means information that constitutes a trade secret under the Uniform Trade Secrets Act or that otherwise is not generally known to the public and that is developed, owned or obtained by the Hygenic Group, including, without limitation, information developed by the Employee in the course of performing service to the any member of the Hygenic Group, and the Hygenic Group’s marketing, financial, sales, customer and prospective customer information.

1.5Governmental Authority.  “Governmental Authority” means any government or political subdivision, whether federal, state, local or foreign, or any agency, commission, instrumentality or other authority of any such government or political subdivision, or any federal, state, local or foreign court or arbitrator.

1.6Hygenic Group.  “Hygenic Group” means the Company, Holdings, HCM Hygenic Corporation Sdn. Bhd., a Malaysian corporation, Performance Health GmbH, a German limited liability company, Performance Health, LLC, a Delaware limited liability company, Cramer Products, Inc., a Kansas corporation, and Hygenic Intangible Property Holding Co., a Nevada corporation, and their respective subsidiaries and divisions as they may exist from time to time.

1.7Person.  “Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, Governmental Authority or other entity or organization.

1.8Restricted Territory.  “Restricted Territory” means any geographic area in which the Company does business or is actively planning to do business at the time the Employee’s employment terminates or at any time during the two (2) year period immediately prior to such termination.

1.9Work Product.  “Work Product” means any and all promotional and advertising materials, catalogs, brochures, plans, customer lists, supplier lists, manuals, handbooks, equipment and parts lists, dealer and distributor lists, inventions, discoveries, improvements, trade secrets, secret processes and any technology, know-how or intellectual property made or developed or conceived of by the Employee, in whole or in part, alone or with others, which results from any work he may do for, or at the request of, the Company or which relates to the business, operations, activities, research, investigations or obligations of the Company.

Section 2.Employment.

2.1Term.  The Company shall continue to employ the Employee, and the Employee shall continue to serve the Company, for a continuous term beginning on the date hereof and ending on the first anniversary thereof, which term shall automatically be renewed on the same terms and conditions set forth herein (as modified from time to time) for additional one-year periods beginning on the first anniversary of the Effective Date, unless sooner terminated pursuant to the provisions of this Agreement (the “Term of Employment”).

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2.2Duties.

(a)Capacity.  The Employee will be employed as the Chief Operating Officer, and the Employee will perform the responsibilities and duties that are usual to such position, and such managerial responsibilities and duties as may be assigned to him hereafter from time to time by the Chief Executive Officer.  The Employee will report to the Chief Executive Officer.  The Employee will use his best efforts to promote the interests, prospects and condition (financial and otherwise) and welfare of the Company and shall perform his duties and responsibilities to the best of his ability in a diligent, trustworthy, businesslike and efficient manner.

(b)Schedule and Location.  The Employee will be employed on a full-time basis and shall devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity and as provided for in Section 2.2(c) below) to the business and affairs of the Company.  The Employee shall render his services in accordance with such policies as the Company may establish from time to time for the conduct of its employees.  The Employee shall perform his duties under this Agreement in Akron, OH and shall travel to such other places in the United States and elsewhere as the Board of Directors or Chief Executive Officer of the Company so directs from time to time as needed.

(c)Exclusivity.  Without limiting the generality of the foregoing, the Employee shall faithfully serve the Company, devote Employee’s full working time, attention and energies to the business of the Company and perform the duties under this Agreement.  Notwithstanding the foregoing, nothing in this Agreement shall prohibit Employee from serving on professional, civic, charitable or religious organizations, so long as such activities do not unreasonably interfere with the performance of Employee’s duties under this Agreement.

2.3Compensation.  As compensation for the services to be rendered and the other obligations undertaken by the Employee under this Agreement, the Company shall pay the Employee the following compensation:

(a)Salary.  From the date of this Agreement as set forth above, the Company shall pay to the Employee, in accordance with the Company’s policies in effect from time to time, an annualized base salary (the “Annual Base Salary”) of $325,000, which salary will be reviewed by the Board of Directors and Chief Executive Officer of the Company each year.

(b)Discretionary Bonuses.  The Employee will receive such annual bonuses commencing with the fiscal year 2015 (May 1, 2014 through April 30, 2015), which shall be targeted at fifty percent (50%) of Annual Base Salary, that the Board of Directors and Chief Executive Officer of the Company in their sole discretion determine based upon the financial performance of the Company relative to the annual financial plan and operating goals adopted by the Board of Directors of the Company.  The time period for determination of such discretionary annual bonus is the Company’s fiscal year of May 1 through April 30.  Payment of any discretionary annual bonus will be made to the Employee in a single lump sum by the later of (i) the date that is thirty days after the issuance of the Company’s annual audit report for such fiscal year (but in any event before March 15 of the year following the year in which the fiscal year ends) and (ii) July 15 following the end of the fiscal year.

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(c)Expenses; Vacation.  The Company shall reimburse the Employee for his reasonable travel and entertainment expenses in connection with his employment by the Company in accordance with the policies of the Company in effect from time to time.  The Employee will receive five (5) weeks of paid vacation per year in accordance with the policies of the Company in effect from time to time and such other fringe benefits, including, without limitation, paid holidays in accordance with the policies of the Company in effect from time to time for which he is eligible.

(d)Additional Benefits.  The Employee will receive all general benefits for which he is eligible under the terms of any plans, programs or arrangements, if any, the Company may provide (“Additional Benefits”) from time to time.  Additional Benefits, if any, will in all respects be paid in accordance with the then-existing plans, or policies, programs and/or arrangements establishing or governing such Additional Benefits.

Section 3.Non-Competition.

3.1Confidential Information.  The Employee acknowledges and agrees that in the performance of his duties under this Agreement, he will be brought into frequent contact, either in person, by telephone or through the mails, with existing and potential customers of the Hygenic Group.  The Employee also agrees that any Confidential Information gained by the Employee during his employment with the Hygenic Group has been developed by the Hygenic Group through substantial expenditures of time and money and constitutes valuable and unique property of the Hygenic Group.  The Employee further understands and agrees that the foregoing makes it necessary for the protection of the Business that the Employee not compete with the Hygenic Group during the Term of Employment and not compete with the Hygenic Group for a reasonable period after such employment, as further provided in the following sections.

3.2Non-Competition During The Term of Employment.  During the Term of Employment, the Employee shall not, directly or indirectly (including via Affiliates), in any of the United States of America, Canada, Europe, Australia, Japan or any other country in the world:

(a)enter into or engage in any business that competes with the Business; or

(b)solicit customers, active prospects, business or patronage for any business, wherever located, that competes with the Business or sell any products or services for any business, wherever located, that competes with the Business or could then be provided by the Business; or

(c)solicit, divert, entice or otherwise take away any customers, former customers, active prospects, business, patronage or orders of the Hygenic Group or attempt to do so; or

(d)counsel, promote or assist, financially or otherwise, any Person, engaged in any business that competes with the Business.

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3.3Non-Competition After The Term of Employment.

(a)For a period of two (2) years following the Term of Employment (and, if applicable, the extended period elected by the Company in accordance with Section 3.3(b) hereof), the Employee shall not and shall cause each of his Affiliates not to:

(i)enter into or engage in any business that competes with the Business within the Restricted Territory; or

(ii)solicit customers, active prospects, business or patronage for any business, wherever located, that competes with the Business within the Restricted Territory or sell any products or services for any business, wherever located, that competes with the Business or could then be provided by the Business within the Restricted Territory; or

(iii)solicit, divert, entice or otherwise take away any customers, former customers, active prospects, business, patronage or orders of the Hygenic Group within the Restricted Territory or attempt to do so; or

(iv)counsel, promote or assist, financially or otherwise, any Person engaged in any business that competes with the Business within the Restricted Territory.

(b)The Company may elect to extend the covenants set forth on Section 3.3(a)(i) through (iv) for up to twelve additional months so that the period of the covenant expires three years following the Term of Employment, by (i) providing written notice to the Employee no later than thirty days before the twelve month anniversary of the last day of the Term of Employment, and (ii) continuing to pay the Employee a severance payment in an amount equal to one-twelfth of the Annual Base Salary in effect on the Employee’s last day of employment with the Company, which such payment shall be paid on the last day of each of the final twelve months of the first year following the Term of Employment.  If the Company does not elect to extend the covenants set forth on Section 3.3(a)(i) through (iv) for up to twelve additional months, such covenants shall expire on the second anniversary of the expiration of the Term of Employment.

3.4Tolling of Covenants.  If it is judicially determined that the Employee has violated any of his obligations under Section 3.3, then the period applicable to each obligation that the Employee has been determined to have violated automatically will be extended by a period of time equal in length to the period during which such violation(s) occurred.

3.5Nonsolicitation.  The Employee shall not, and shall cause each of his Affiliates not to, directly or indirectly, during the Term of Employment and two (2) years thereafter, solicit or induce or attempt to solicit or induce any employee, representative or agent of the Hygenic Group to terminate his or its employment, representation or other association with the Hygenic Group.

3.6Non-Competition - Direct or Indirect.  The Employee will be in violation of Sections 3.2, 3.3 and 3.5 if he engages in any or all of the activities set forth in those sections directly as an individual on his own account, or indirectly for any other Person and whether as partner, joint venturer, employee, agent, salesperson, employee, officer and/or director of any

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Person or as an equity holder of any Person in which Employee or Employee’s spouse, child or parent owns, directly or indirectly, any of the outstanding equity interests.

Section 4.Development of Inventions, Improvements or Know-How.

4.1Disclosure Obligation.  The Employee and his heirs, assigns and representatives shall disclose fully and promptly to the Company any and all Work Product, including, without limitation, any and all facts, test data, findings, designs, formulas, processes, sketches, drawings, models and figures.

4.2Assignment.  All Work Product is deemed a “work of hire” in accordance with the U.S.  Copyright Act and is owned exclusively by the Company.  If, and to the extent, any of the Work Product is not considered a “work of hire,” the Employee does hereby assign to the Company and shall, without further compensation, assign to the Company, the Employee’s entire right, title and interest in and to all Work Product.  At the Company’s expense and at the Company’s request, the Employee shall provide reasonable assistance and cooperation, including, without limitation, the execution of documents in order to obtain, enforce and/or maintain the Company’s proprietary rights in the Work Product throughout the world.  The Employee appoints the Company as his agent and grants the Company a power of attorney for the limited purpose of executing all such documents.

4.3Publication.  The Employee shall not publish or submit for publication, or otherwise disclose to any Person other than the Company, any data or results from the Employee’s work on behalf of the Company without the prior written consent of the Company.

Section 5.Non-Disclosure.  The Employee shall keep in strict confidence, and shall not, directly or indirectly, at any time, during the Term of Employment or after the termination of this Agreement, disclose, furnish, disseminate, make available or, except in the course of performing his duties of employment under this Agreement in accordance with the terms hereof, use any Confidential Information, without limitation as to when or how the Employee may have acquired such information.  The Employee specifically acknowledges that: (i) this Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of the Employee and whether compiled by the Company and/or the Employee derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from their disclosure or use; (ii) reasonable efforts have been put forth by the Company to maintain the secrecy of such information; (iii) such information is and will remain the sole property of the Company, and (iv) any retention and use of the Confidential Information during or after the termination of his employment with the Company will constitute a misappropriation of the Company’s trade secrets.

Section 6.Termination of Employment.

6.1Right to Terminate.

(a)Death.  The Employee’s employment by the Company and this Agreement shall terminate upon the Employee’s death.

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(b)Disability.  In the event that the Employee, because of accident, disability or physical or mental illness, is incapable of performing his duties under this Agreement, the Company has the right to terminate the Employee’s employment and this Agreement upon 30 days’ prior written notice to the Employee.  For purposes of this Section 6.1(b), the Employee will be deemed to have become incapable of performing his duties under this Agreement if he is incapable of so doing for (a) a continuous period of ninety (90) days and remains so incapable at the end of such ninety (90) day period, or (b) periods amounting in the aggregate to ninety (90) days within any one period of three hundred sixty five (365) days and remains so incapable at the end of such aggregate period of ninety (90) days.

(c)Breach.  In the event that the Employee materially breaches, or fails to comply with, any of the provisions of this Agreement, the Company has the right to terminate the Employee’s employment by the Company and this Agreement.

(d)Cause.  The Company has the right to terminate the Employee’s employment by the Company and this Agreement for cause upon (i) (A) the convinction of Employee with respect to a felony or (B) a reasonable, good faith determination by the Board that Employee has committed a crime involving theft, fraud, or dishonesty that has a detrimental impact on the Company; (ii) Employee’s continued failure to perform employment duties reasonably requested by the Company (except as a result of sickness, illness or injury); provided that the Company first notifies Employee in writing describing in reasonable detail the reasons for such non-performance and Employee has not fully cured such non-performance within thirty (30) days following the date of the Company’s notice; provided further however, that if (w) the Company reasonably determines that providing such opportunity to cure to the Employee is reasonably likely to have a material adverse effect on its business, financial condition, results of operations, prospects or assets, (x) the facts and circumstances underlying such termination are not able to be cured or (y) the Company has previously delivered a notice under this clause (ii); in any case (w), (x) or (y), the Company may terminate without providing an opportunity to cure); (iii) Employee’s material violation of the Company’s written policies regarding ethics, anti-discrimination, equal employment opportunity, and sexual harassment; (iv) Employee’s possession on the Company’s premises of any prohibited drug or substance that would amount to a criminal offense; (v) willful misconduct or grossly negligent conduct by the Employee in the performance of his duties; (vi) gross misconduct by the Employee that has reflected adversely on his public reputation as to prejudice the interest of the Company if he were to continue to be retained as one of its employees; or (vii) Employee’s breach of Sections 3, 4 or 5 of this Agreement.

(e)Otherwise by the Company.  The Company has the right to terminate the Employee’s employment by the Company and this Agreement for any other reason not specified in this Section 6.1 upon 30 days’ prior written notice to the Employee.

(f)By Employee for Good Reason.  Employee has the right to terminate his employment under this Agreement for Good Reason (as defined below) if within thirty (30) days of the initial existence of Good Reason, the Employee provides notice of Good Reason to the Company, the Company does not remedy said Good Reason within thirty (30) days of its receipt of such notice, and the Employee terminates Employee’s employment effective any time after the expiration of such 30-day remedy period until the date that is ninety (90) days after the initial

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existence of Good Reason.  “Good Reason” shall mean any of the following: (i) any involuntary material diminution in the Employee’s title, duties or responsibilities or (ii) a change of over fifty miles from the geographic location at which the Employee must perform his duties, provided such new location is not in the State of Ohio.

(g)Otherwise By Employee.  The Employee has the right to terminate his employment under this Agreement for any other reason not specified in Section 6.1(f) at any time upon 30 days’ prior written notice to the Company.

6.2Rights and Obligations of Employee Upon Termination.

(a)Payment Obligation.  Upon the termination by the Company of the Employee’s employment pursuant to Sections 6.1(a), (b), (c), (d) or (e) or the termination by the Employee of the Employee’s employment pursuant to Sections 6.1(g), the Company will have no further obligation to the Employee under this Agreement except to distribute to the Employee (i) the unpaid installments of Annual Base Salary due pursuant to Section 2.3(a) up to the date of termination, and (ii) the other benefits due the Employee as of the date of termination, if any, under the Company’s then existing employee benefit plans, policies or programs in which he participates.

(b)Severance Benefits.  Upon any termination by the Company of the Employee’s employment pursuant to Section 6.1(e), or upon any termination by the Employee of the Employee’s employment pursuant to Section 6.1(f) and, in any event, the Employee’s execution and delivery to the Company (without revocation) of a general release in form and substance satisfactory to the Company in its sole discretion within the time period specified in such release, and such release having become effective in accordance with these terms, which form of release shall exclude claims for indemnification under the Company’s Articles of Incorporation, by-laws or similar policy, plan or agreement relating to the indemnification of officers, claims under the Stockholders Agreement dated as of October 11, 2012, by and among Holdings and the shareholders of Holdings, as the same may be amended, modified, supplemented or replaced from time to time and claims for vested tax-qualified retirement benefits, the Company shall pay to the Employee on the last day of each of the twelve months following the month in which such termination occurred a severance payment in an amount equal to one-twelfth (1/12) of his Annual Base Salary then in effect on the date of termination (with the first payment made following the effectiveness of the release referenced above to include payment for any month following the month in which the termination occurred that has then elapsed); provided, however, that the amount payable by the Company to the Employee pursuant to the foregoing shall be reduced by any amounts paid to the Employee during such severance period pursuant to other employment.  Notwithstanding the foregoing, upon termination of the Employee pursuant to Section 6.1(e) or 6.1(f), each month during the twelve months following any such termination, the Company is not obligated to pay any severance payments to the Employee if the Employee violates Sections 3-5 of this Agreement.  Upon termination of the Employee pursuant to Section 6.1(e) or 6.1(f), if the Employee elects continuation of coverage under the Company’s medical and/or dental benefits in accordance with Part 6 of Title I of ERISA (“COBRA”) in which the Employee and his dependents were properly participating on the date of termination from employment, the Company will pay, during the first twelve months of such COBRA continuation coverage, an amount sufficient so the Employee is

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responsible for paying only the portion of the premium for such coverage that Employee would be required to pay if the Employee was then employed with the Company.

(c)Return or Destruction.Upon termination of this Agreement, the Employee shall not remove from any premises at which the Business is conducted any property of the Company, including, without limitation, any Confidential Information, and shall return, in good condition, all the property of the Company, including, without limitation, all tangible embodiments of the Confidential Information.

Section 7.Miscellaneous.

7.1Amendment.  This Agreement may be amended only by a writing executed by the parties to this Agreement.

7.2Entire Agreement.  This Agreement and the other agreements referred to in this Agreement set forth the entire understanding of the parties regarding this subject matter and supersede all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written, between the parties regarding this subject matter.

7.3Notices.  All notices and other communications required or permitted under this Agreement will be in writing and will be deemed to have been duly given when delivered in person or when dispatched by telegram or electronic facsimile transfer (confirmed in writing by mail simultaneously dispatched) or one business day after having been dispatched by a nationally recognized overnight courier service to the appropriate party at the address specified below:

If to the Company:	The Hygenic Corporation
	1245 Home Avenue
	Akron, Ohio 44310-2510
	Telecopy: (330) 630-5286
	Attention: President
With a copy to (which shall not constitute notice):	Gridiron Capital Fund II, LP
	220 Elm Street
	New Canaan, CT 06840
	Telecopy: (203) 801-0602
	Attention: Kevin Jackson and William Hausberg
If to the Employee:	Rocco Mango
	[ ]
	[ ]
	Telecopy: [ ]

7.4Assignment.  This Agreement is binding upon and inures to the benefit of the heirs, successors, representatives and assigns of each party, but no rights, obligations or liabilities of the Employee under this Agreement will be assignable without the prior written consent of the Company.

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7.5Governing Law.  This Agreement will in all respects be governed by, and construed in accordance with, the laws of the State of Ohio, without regard to conflict of laws principles that would require the application of the laws of any other jurisdiction.

7.6Severability.  Each section and subsection of this Agreement constitutes a separate and distinct provision of this Agreement.  It is the intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applicable in each jurisdiction in which enforcement is sought.  Accordingly, if any provision of this Agreement is adjudicated to be invalid, ineffective or unenforceable, the remaining provisions will not be affected by such adjudication.  The invalid, ineffective or unenforceable provision will, without further action by the parties, be automatically amended to effect the original purpose and intent of the invalid, ineffective or unenforceable provision; provided, however, that such amendment will apply only with respect to the operation of such provision in the particular jurisdiction with respect to which such adjudication is made.

7.7Waivers.  None of the terms of this Agreement will be deemed to be waived or amended by either party unless such a waiver or amendment specifically references this Agreement and is in writing signed by an authorized representative of the party to be bound.  Any such signed waiver will be effective only in the specific instance and for the specific purpose for which it was made or given.

7.8Headings.  The headings in this Agreement are solely for convenience of reference and are not to be given any effect in the construction or interpretation of this Agreement.

7.9Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same instrument.

7.10Third Parties.  Nothing expressed or implied in this Agreement is intended, or may be construed, to confer upon or give any Person other than the Company and the Employee (and their respective successors and assigns) any rights or remedies under, or by reason of, this Agreement.

7.11Withholding.  All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

7.12Section 409A.  Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.  Any reimbursement for expenses that would constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code, as amended (the “Code”) shall be subject to the following additional rules: (i) no reimbursement of any such expense shall affect the Employee’s right to reimbursement of any such expense in any other taxable year; (ii) reimbursement of the expense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit.  In no event shall the Company have any liability relating to the

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failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A of the Code if such liability does not arise from the Company’s breach of the Agreement.

7.13Disclosure.  During the Term of Employment and for two (2) years after such Term of Employment, the Employee shall communicate the contents of this Agreement to any Person that he intends to be employed by, associated with or represent and that is engaged in a business that is competitive to the Business.  In the event that the Company exercises its option to elect to extend the covenants pursuant to Section 3.3(b) hereof for an additional twelve (12) month period, the Employees obligations pursuant to the preceding sentence shall extend for an additional twelve (12) month period (such that such obligations shall be in place for three (3) years after the Term of Employment).

7.14Arbitration/Specific Performance.  Except as otherwise provided in this paragraph, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the employment arbitration rules of the American Arbitration Association then in effect, such arbitration to be located in Akron, Ohio.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction.  No party shall be entitled to seek or be awarded punitive damages.  All attorneys’ fees and costs shall be allocated or apportioned as agreed by the parties or, in the absence of an agreement, in such manner as the arbitrator or court shall determine to be appropriate to reflect the final decision of the deciding body as compared to the initial positions in arbitration of each party.  Notwithstanding the foregoing, the Employee acknowledges that his failure to comply with Sections 3 to 5 of this Agreement (inclusive) will irreparably harm the Business and that the Company will not have an adequate remedy at law in the event of such non-compliance.  Therefore, the Employee acknowledges that the Company will be entitled to injunctive relief and/or specific performance without the posting of bond or other security, in addition to whatever other remedies it may have, at law or in equity, in any court of competent jurisdiction against any acts of non-compliance by the Employee under this Agreement.

7.15Survival of Certain Obligations.  The obligations of the Company and the Employee set forth in this Agreement that by their terms extend beyond or survive the termination of this Agreement, including, without limitation, the obligations of the Employee under Sections 3-5 hereof, will not be affected or diminished in any way by the termination of this Agreement.

7.16Legal Counsel.  Each party hereby agrees and acknowledges that it has had full opportunity to consult with counsel and tax advisors of its selection in connection with the preparation and negotiation of this Agreement.

7.17No Prior Restrictions.  The Employee hereby represents and warrants to the Company that the Employee is free to enter into employment with the Company on the terms set forth herein and that there are no contracts or restrictive covenants preventing full performance of the Employee’s duties.

[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and delivered by its duly authorized officer, and the Employee has duly executed and delivered this Agreement, as of the date first written above.

/s/ Rocco Mango
ROCCO MANGO
3/7/14
THE HYGENIC CORPORATION
By:	/s/ Marshall Dahneke
Name:		Marshall Dahneke
Title:		President and CEO

Signature Page to Thomas Heidenberger Employment Agreement

EX-10.9

Exhibit 10.9

EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AND
NON COMPETITION AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (this “Agreement”), is entered into effective as of the 11th day of October, 2012 (the “Effective Date’”), by and between The Hygenic Corporation, a Delaware corporation (the “Company”), and Niels Lichti, an individual (the “Employee”).

RECITALS

WHEREAS, the Employee has served as the Chief Financial Officer of the Company since June 1, 2009, pursuant to the terms of an employment agreement, effective as of June 1, 2009 (the “Original Agreement”);

WHEREAS, the Company desires to continue to employ the Employee in such capacities and the Employee desires to continue such employment on the terms and conditions set forth herein; and

WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of the date hereof, Performance Health Holdings, Inc., a Delaware corporation, indirectly acquired all of the outstanding stock of Performance Health & Wellness Holdings, Inc., a Delaware corporation (“Holdings”).

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth below, and upon the terms and subject to the conditions contained in this Agreement, the Employee and the Company agree as follows:

Section 1.Definitions.

1.1.Affiliates.  “Affiliates” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the first Person.  For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

1.2.Business.  “Business” means the business of the Company, including designing, manufacturing or marketing any of: (i) resistive exercise bands or tubing, exercise balls or hand exercise products and other products used for therapy or pain relief by healthcare practitioners; (ii) topical analgesics; (iii) latex or synthetic latex products used by medical or industrial applications, including, without limitation, sonar buoys, soap dispensers, welding hoses, air and fluid transport, sheeting for baking release and turkey calls, as further described in any and all of the Company’s manufacturing, marketing and sales manuals; or (iv) latex or synthetic dental dam products, as the same may be altered, amended, supplemented or otherwise changed from time to time in accordance with the Company’s strategic planning process.

1.3.Company.  “Company” includes the Company’s subsidiaries, divisions and Affiliates as they may exist from time to time.

1.4.Confidential Information.  “Confidential Information” means information that constitutes a trade secret under the Uniform Trade Secrets Act or that otherwise is not generally known to the public and that is developed, owned or obtained by the Hygenic Group, including, without limitation, information developed by the Employee in the course of performing service to the any member of the Hygenic Group, and the Hygenic Group’s marketing, financial, sales, customer and prospective customer information.

1.5.Governmental Authority.  “Governmental Authority” means any government or political subdivision, whether federal, state, local or foreign, or any agency, commission, instrumentality or other authority of any such government or political subdivision, or any federal, state, local or foreign court or arbitrator.

1.6.Hygenic Group.  “Hygenic Group” means the Company, Holdings, HCM Hygenic Corporation Sdn. Bhd., a Malaysian corporation, Performance Health GmbH, a German limited liability company, Performance Health, LLC, a Delaware limited liability company, and Hygenic Intangible Property Holding Co., a Nevada corporation, and their respective subsidiaries and divisions as they may exist from time to time.

1.7.Person.  “Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture,limited liability company, Governmental Authority or other entity or organization.

1.8.Restricted Territory.  “Restricted Territory” means any geographic area in which the Company does business or is actively planning to do business at the time the Executive’s employment terminates or at any time during the two (2) year period immediately prior to such termination.

1.9.Work Product.  “Work Product” means any and all promotional and advertising materials, catalogs, brochures, plans, customer lists, supplier lists, manuals, handbooks, equipment and parts lists, dealer and distributor lists, inventions, discoveries, improvements, trade secrets, secret processes and any technology, know-how or intellectual property made or developed or conceived of by the Employee, in whole or in part, alone or with others, which results from any work he may do for, or at the request of, the Company or which relates to the business, operations, activities, research, investigations or obligations of the Company.

Section 2.Employment.

2.1.Original Agreement.  As of the Effective Date, the Original Agreement shall terminate and cease to have any force or effect.

2.2.Term.  The Company shall continue to employ the Employee, and the Employee shall continue to serve the Company, for a continuous term beginning on the date hereof and ending on the first anniversary thereof, which term shall automatically be renewed on the same terms and conditions set forth herein (as modified from time to time) for additional one-year periods beginning on the first anniversary of the Effective Date, unless either party gives the

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other party written notice in accordance with the terms herein of its or his election not to renew the term at least 60 days prior to the end of the original or any such renewal term, or unless sooner terminated pursuant to the provisions of this Agreement (the “Term of Employment”).

2.3.Duties.

(a)Capacity.  The Employee will be employed as the Chief Financial Officer, and the Employee will perform the responsibilities and duties that are usual to the position of Chief Financial Officer and such managerial responsibilities and duties as may be assigned to him hereafter from time to time by the Board of Directors and the Chief Executive Officer of the Company.  The Employee will report initially to the Board of Directors and the Chief Executive Officer of the Company.  The Employee will use his best efforts to promote the interests, prospects and condition (financial and otherwise) and welfare of the Company and shall perform his duties and responsibilities to the best of his ability in a diligent, trustworthy, businesslike and efficient manner.

(b)Schedule and Location.  The Employee will be employed on a full-time basis and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company.  The Employee shall render his services in accordance with such policies as the Company may establish from time to time for the conduct of its employees.  The Employee shall perform his duties under this Agreement in Akron, Ohio and shall travel to such other places in the United States and elsewhere as the Board of Directors or Chief Executive Officer of the Company so directs from time to time as needed.

(c)Exclusivity.  Without limiting the generality of the foregoing, the Employee shall faithfully serve the Company, devote Employee’s full working time, attention and energies to the business of the Company and perform the duties under this Agreement.  Notwithstanding the foregoing, nothing in this Agreement shall prohibit Employee from serving on civic, charitable or religious organizations, so long as such activities do not unreasonably interfere with the performance of Employee’s duties under this Agreement.

2.4.Compensation.  As compensation for the services to be rendered and the other obligations undertaken by the Employee under this Agreement, the Company shall pay the Employee the following compensation:

(a)Salary.  From the date of this Agreement as set forth above, the Company shall pay to the Employee, in accordance with the Company’s policies in effect from time to time, an annualized base salary (the “Annual Base Salary”) of $200,000.00, which salary will be reviewed by the Board of Directors and Chief Executive Officer of the Company each year.

(b)Discretionary Bonuses.  The Employee will receive such annual bonuses, which shall be targeted at 40% of Annual Base Salary, that the Board of Directors and Chief Executive Officer of the Company in their sole discretion determine based upon the financial performance of the Company relative to the annual financial plan and operating goals adopted by the Board of Directors of the Company.  The time period for determination of such discretionary annual bonus is the Company’s fiscal year of May 1 through April 30.  Payment of any

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discretionary annual bonus will be made to the Employee in a single lump sum by the later of (i) the date that is thirty days after the issuance of the Company’s annual audit report for such fiscal year (but in any event before March 15 of the year following the year in which the fiscal year ends) and (ii) July 15 following the end of the fiscal year.

(c)Expenses; Vacation.  The Company shall reimburse the Employee for his reasonable travel and entertainment expenses in connection with his employment by the Company in accordance with the policies of the Company in effect from time to time.  The Employee will receive four weeks of paid vacation per year in accordance with the policies of the Company in effect from time to time and such other fringe benefits, including, without limitation, paid holidays in accordance with the policies of the Company in effect from time to time for which he is eligible.

(d)Additional Benefits.  The Employee will receive all general benefits for which he is eligible under the terms of any plans, programs or arrangements, if any, the Company may provide (“Additional Benefits”) from time to time.  Additional Benefits, if any, will in all respects be paid in accordance with the then-existing plans, or policies, programs and/or arrangements establishing or governing such Additional Benefits.  In addition, during the Term of Employment, the Company shall, or shall cause one of its Affiliates to, pay the premiums for Employee’s life and disability insurance coverage in accordance with past Company practice for executive officers.  The Company reserves the right to add, terminate and/or amend any existing plans, policies, programs and/or arrangements so long as any such actions do not have the effect of reducing the aggregate value of the benefits granted to the Employee as of the date of this Agreement unless such addition, termination or amendment is generally applicable to all executive employees of the Company.

Section 3.Non-Competition.

3.1.Confidential Information.  The Employee acknowledges and agrees that in the performance of his duties under this Agreement, he will be brought into frequent contact, either in person, by telephone or through the mails, with existing and potential customers of the Hygenic Group.  The Employee also agrees that any Confidential Information gained by the Employee during his employment with the Hygenic Group has been developed by the Hygenic Group through substantial expenditures of time and money and constitutes valuable and unique property of the Hygenic Group.  The Employee further understands and agrees that the foregoing makes it necessary for the protection of the Business that the Employee not compete with the Hygenic Group during the Term of Employment and not compete with the Hygenic Group for a reasonable period after such employment, as further provided in the following sections.

3.2.Non-Competition During The Term of Employment.  During the Term of Employment, the Employee shall not and shall cause each of his Affiliates not to, in any of the United States of America, Canada, Europe, Australia, Japan or any other country in the world;

(a)enter into or engage in any business that competes with the Business; or

(b)solicit customers, active prospects, business or patronage for any business, wherever located, that competes with the Business or sell any products or services for any

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business, wherever located, that competes with the Business or could then be provided by the Business; or

(c)solicit, divert, entice or otherwise take away any customers, former customers, active prospects, business, patronage or orders of the Hygenic Group or attempt to do so; or

(d)counsel, promote or assist, financially or otherwise, any Person, engaged in any business that competes with the Business.

3.3.Non-Competition After The Term of Employment.

(a)For a period of two years following the Term of Employment (and, if applicable the extended period elected by the Company in accordance with Section 3.3(b) hereof), the Employee shall not and shall cause each of his Affiliates not to:

(i)enter into or engage in any business that competes with the Business within the Restricted Territory; or

(ii)solicit customers, active prospects, business or patronage for any business, wherever located, that competes with the Business within the Restricted Territory or sell any products or services for any business, wherever located, that competes with the Business or could then be provided by the Business within the Restricted Territory; or

(iii)solicit, divert, entice or otherwise take away any customers, former customers, active prospects, business, patronage or orders of the Hygenic Group within the Restricted Territory or attempt to do so; or

(iv)counsel, promote or assist, financially or otherwise, any Person engaged in any business that competes with the Business within the Restricted Territory.

(b)The Company may elect to extend the covenants set forth on Section 3.3(a)(i) through (iv) for up to twelve additional months so that the period of the covenant expires three years following the Term of Employment, by (i) providing written notice to the Employee no later than thirty days before the six month anniversary of the last day of the Term of Employment, and (ii) continuing to pay the Employee a severance payment in an amount equal to one-twelfth of the Annual Base Salary in effect on the Employee’s last day of employment with the Company, which such payment shall be paid on the last day of each of the months during the additional twelve-month period.  If the Company does not elect to extend the covenants set forth on Section 3.3(a)(i) through (iv) for up to twelve additional months, such covenants shall expire on the second anniversary of the expiration of the Term of Employment.

3.4.Tolling of Covenants.  If it is judicially determined that the Employee has violated any of his obligations under Section 3.3, then the period applicable to each obligation that the Employee has been determined to have violated automatically will be extended by a period of time equal in length to the period during which such violation(s) occurred.

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3.5.Nonsolicitation.  The Employee shall not, and shall cause each of his Affiliates not to, directly or indirectly, during the Term of Employment and two years thereafter, solicit or induce or attempt to solicit or induce any employee, representative or agent of the Hygenic Group to terminate his or its employment, representation or other association with the Hygenic Group.

3.6.Non-Competition - Direct or Indirect.  The Employee will be in violation of Sections 3.2, 3.3 and 3.5 if he engages in any or all of the activities set forth in those sections directly as an individual on his own account, or indirectly for any other Person and whether as partner, joint venturer, employee, agent, salesperson, employee, officer and/or director of any Person or as an equity holder of any Person in which Employee or Employee’s spouse, child or parent owns, directly or indirectly, any of the outstanding equity interests.

Section 4.Development of Inventions, Improvements or Know-How.

4.1.Disclosure Obligation.  The Employee and his heirs, assigns and representatives shall disclose fully and promptly to the Company any and all Work Product, including, without limitation, any and all facts, test data, findings, designs, formulas, processes, sketches, drawings, models and figures.

4.2.Assignment.  All Work Product is deemed a “work of hire” in accordance with the U.S. Copyright Act and is owned exclusively by the Company.  If, and to the extent, any of the Work Product is not considered a “work of hire,” the Employee does hereby assign to the Company and shall, without further compensation, assign to the Company, the Employee’s entire right, title and interest in and to all Work Product.  At the Company’s expense and at the Company’s request, the Employee shall provide reasonable assistance and cooperation, including, without limitation, the execution of documents in order to obtain, enforce and/or maintain the Company’s proprietary rights in the Work Product throughout the world.  The Employee appoints the Company as his agent and grants the Company a power of attorney for the limited purpose of executing all such documents.

4.3.Publication.  The Employee shall not publish or submit for publication, or otherwise disclose to any Person other than the Company, any data or results from the Employee’s work on behalf of the Company without the prior written consent of the Company.

Section 5.Non-Disclosure.  The Employee shall keep in strict confidence, and shall not, directly or indirectly, at any time, during the Term of Employment or after the termination of this Agreement, disclose, furnish, disseminate, make available or, except in the course of performing his duties of employment under this Agreement in accordance with the terms hereof, use any Confidential Information, without limitation as to when or how the Employee may have acquired such information.  The Employee specifically acknowledges that: (i) this Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of the Employee and whether compiled by the Company and/or the Employee derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from their disclosure or use; (ii) reasonable efforts have been put forth by the Company to maintain the secrecy of such information; (iii) such information is and will remain the sole property of the Company; and (iv)

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any retention and use of the Confidential Information during or after the termination of his employment with the Company will constitute a misappropriation of the Company’s trade secrets.

Section 6.Termination of Employment.

6.1.Right to Terminate.

(a)Death.  The Employee’s employment by the Company and this Agreement shall terminate upon the Employee’s death.

(b)Disability.  In the event that the Employee, because of accident, disability or physical or mental illness, is incapable of performing his duties under this Agreement, the Company has the right to terminate the Employee’s employment and this Agreement upon 30 days’ prior written notice to the Employee.  For purposes of this Section 6.1(b).  the Employee will be deemed to have become incapable of performing his duties under this Agreement if he is incapable of so doing for (a) a continuous period of 90 days and remains so incapable at the end of such 90-day period, or (b) periods amounting in the aggregate to 90 days within any one period of 365 days and remains so incapable at the end of such aggregate period of 90 days.

(c)Breach.  In the event that the Employee materially breaches, or fails to comply with, any of the provisions of this Agreement, the Company has the right to terminate the Employee’s employment by the Company and this Agreement.

(d)Cause.  The Company has the right to terminate the Employee’s employment by the Company and this Agreement for cause upon (i) (A) the indictment of Employee with respect to a felony or (B) a reasonable, good faith determination by the Board that Employee has committed a crime involving theft, fraud, or dishonesty that has a detrimental impact on the Company; (ii) Employee’s continued failure to perform employment duties reasonably requested by the Company (except as a result of sickness, illness or injury), provided the Company first notifies Employee in writing by certified mail describing in reasonable detail the reasons for such non-performance and Employee has not fully cured such non-performance within 60 days following the date of the Company’s notice; (hi) Employee’s material violation of the Company’s written policies regarding ethics, anti-discrimination, equal employment opportunity, and sexual harassment; (iv) Employee’s possession on the Company’s premises of any prohibited drug or substance that would amount to a criminal offense; (v) willful misconduct or grossly negligent conduct by the Employee in the performance of his duties; (vi) gross misconduct by the Employee that has reflected so seriously on his public reputation as to prejudice the interest of the Company if he were to continue to be retained as one of its employees; or (vii) Employee’s breach of Sections 3, 4 or 5 of this Agreement.

(e)Otherwise by the Company.  The Company has the right to terminate the Employee’s employment by the Company and this Agreement for any other reason not specified in this Section 6.1 upon 30 days’ prior written notice to the Employee.

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(f)By Employee.

(i)The Employee has the right to terminate his employment under this Agreement upon Good Reason.  Good Reason means the Company, without the Employee’s prior written consent, (i) has transferred Employee’s primary office location to a location greater than 35 miles from its location on the date of this Agreement; (ii) has substantially diminished Employee’s duties, (iii) has reduced the Employee’s Annual Base Salary (other than a reduction applied equally to all senior executives of the Company) or (iv) has materially breached the Agreement, provided none of these events shall constitute Good Reason unless the Employee has given notice to the Company within 60 days of Employee’s knowledge of such events that specifies in reasonable detail the event(s) alleged to constitute Good Reason, and the Company fails to cure said event(s) within 30 days following its receipt of the Employee’s notice.

(ii)The Employee has the right to terminate his employment under this Agreement without Good Reason at any time upon 30 days’ prior written notice to the Company.

6.2.Rights and Obligations of Employee Upon Termination.

(a)Payment Obligation.  Upon the termination by the Company of the Employee’s employment pursuant to Sections 6.1(a), (b), (c) or (d) or the termination by the Employee of the Employee’s employment pursuant to Section 6.1(f)(ii), the Company will have no further obligation to the Employee under this Agreement except to distribute to the Employee (i) the unpaid installments of Annual Base Salary due pursuant to Section 2.3(a) up to the date of termination, and (ii) the benefits due the Employee as of the date of termination, if any, under the Company’s then existing employee benefit plans, policies or programs in which he participates.

(b)Severance Benefits.  Upon any termination by the Company of the Employee’s employment pursuant to Section 6.1(e), the Company’s election not to renew Term of Employment pursuant to Section 2.1 or the termination by Employee of the Employee’s employment pursuant to Section 6.1(f)(i), and, in any event, the Employee’s execution and delivery to the Company (without revocation) of a general release in form and substance satisfactory to the Company in its sole discretion within the time period specified in such release, and such release having become effective in accordance with these terms, which form of release shall exclude claims for indemnification under the Company’s Articles of Incorporation, by-laws or similar policy, plan or agreement relating to the indemnification of officers, claims under the Stockholders Agreement dated as of October 11, 2012, by and among Holdings and the shareholders of Holdings, as the same may be amended, modified, supplemented or replaced from time to time and claims for vested tax-qualified retirement benefits, the Company shall pay to the Employee on the last day of each of the twelve months following the month in which such termination occurred a severance payment in an amount equal to one-twelfth of his Annual Base Salary then in effect on the date of termination (with the first payment made following the effectiveness of the release referenced above to include payment for any month following the month in which the termination occurred that has then elapsed).  Notwithstanding the foregoing, upon termination of the Employee pursuant to Section 6.1(e) or 6.1(f)(i), each month during the twelve months following any such termination, the Company is not obligated to pay any severance payments to the Employee if the Employee violates Sections 3-5 of this Agreement.  Upon termination of the Employee pursuant to Section 6.1(e) or 6.1(f)(i), if the Employee elects continuation of coverage under the Company’s medical and/or dental benefits in accordance with Part 6 of Title 1 of ERISA (“COBRA “) in which the Employee and his dependents were

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properly participating on the date of termination from employment, the Company will pay, during the first twelve months of such COBRA continuation coverage, an amount sufficient so the Employee is responsible for paying only the portion of the premium for such coverage that Employee would be required to pay if the Employee was then employed with the Company.

(c)Return or Destruction.  Upon termination of this Agreement, the Employee shall not remove from any premises at which the Business is conducted any property of the Company, including, without limitation, any Confidential Information, and shall return, in good condition, all the property of the Company, including, without limitation, all tangible embodiments of the Confidential Information.

Section 7.Miscellaneous.

7.1.Amendment.  This Agreement may be amended only by a writing executed by the parties to this Agreement.

7.2.Entire Agreement.  This Agreement and the other agreements referred to in this Agreement set forth the entire understanding of the parties regarding this subject matter and supersede all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written, between the parties regarding this subject matter, including without limitation the Original Agreement.

7.3.Notices.  All notices and other communications required or permitted under this Agreement will be in writing and will be deemed to have been duly given when delivered in person or when dispatched by telegram or electronic facsimile transfer (confirmed in writing by mail simultaneously dispatched) or one business day after having been dispatched by a nationally recognized overnight courier service to the appropriate party at the address specified below:

If to the Company:	The Hygenic Corporation
	1245 Home Avenue
	Akron, Ohio 44310-2510
	Telecopy: (330)630-5286
	Attention: President
With a copy to:	Gridiron Capital Fund II, LP
	220 Elm Street
	New Canaan, CT 06840
	Telecopy: (203) 801-0602
	Attention: Tom Burger, Kevin Jackson
	Ropes & Gray LLP
	800 Boylston Street
	Boston, MA 02199-3600
	Telecopy: (617) 235-0566
	Attention: Christopher Comeau, Esq.
If to the Employee:	Niels Lichli
	[   ]

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7.4.Assignment.  This Agreement is binding upon and inures to the benefit of the heirs, successors, representatives and assigns of each party, but no rights, obligations or liabilities of the Employee under this Agreement will be assignable without the prior written consent of the Company.

7.5.Governing Law.  This Agreement will in all respects be governed by, and construed in accordance with, the laws of the State of Ohio, without regard to conflict of laws principles that would require the application of the laws of any other jurisdiction.

7.6.Severability.  Each section and subsection of this Agreement constitutes a separate and distinct provision of this Agreement.  It is the intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applicable in each jurisdiction in which enforcement is sought.  Accordingly, if any provision of this Agreement is adjudicated to be invalid, ineffective or unenforceable, the remaining provisions will not be affected by such adjudication.  The invalid, ineffective or unenforceable provision will, without further action by the parties, be automatically amended to effect the original purpose and intent of the invalid, ineffective or unenforceable provision; provided, however, that such amendment will apply only with respect to the operation of such provision in the particular jurisdiction with respect to which such adjudication is made.

7.7.Waivers.  None of the terms of this Agreement will be deemed to be waived or amended by either party unless such a waiver or amendment specifically references this Agreement and is in writing signed by an authorized representative of the party to be bound.  Any such signed waiver will be effective only in the specific instance and for the specific purpose for which it was made or given.

7.8.Headings.  The headings in this Agreement are solely for convenience of reference and are not to be given any effect in the construction or interpretation of this Agreement.

7.9.Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same instrument.

7.10.Third Parties.  Nothing expressed or implied in this Agreement is intended, or may be construed, to confer upon or give any Person other than the Company and the Employee (and their respective successors and assigns) any rights or remedies under, or by reason of, this Agreement.

7.11.Withholding.  All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

7.12.Section 409A.  Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.  Any reimbursement for expenses that would constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue

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Code, as amended (the “Code”) shall be subject to the following additional rules: (i) no reimbursement of any such expense shall affect the Employee’s right to reimbursement of any such expense in any other taxable year; (ii) reimbursement of the expense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit.  In no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A of the Code if such liability does not arise from the Company’s breach of the Agreement.

7.13.Disclosure.  During the Term of Employment and for three years after such Term of Employment, the Employee shall communicate the contents of this Agreement to any Person that he intends to be employed by, associated with or represent and that is engaged in a business that is competitive to the Business.

7.14.Arbitration/Specific Performance.  Except as otherwise provided in this paragraph, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the employment arbitration rules of the American Arbitration Association then in effect, such arbitration to be located in Akron, Ohio if initiated by Employee, and New York, New York, if initiated by the Company.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction.  No party shall be entitled to seek or be awarded punitive damages.  All attorneys fees and costs shall be allocated or apportioned as agreed by the parties or, in the absence of an agreement, in such manner as the arbitrator or court shall determine to be appropriate to reflect the final decision of the deciding body as compared to the initial positions in arbitration of each party.  Notwithstanding the foregoing, the Employee acknowledges that his failure to comply with Sections 3-5 of this Agreement will irreparably harm the Business and that the Company will not have an adequate remedy at law in the event of such non-compliance.  Therefore, the Employee acknowledges that the Company will be entitled to injunctive relief and/or specific performance without the posting of bond or other security, in addition to whatever other remedies it may have, at law or in equity, in any court of competent jurisdiction against any acts of non-compliance by the Employee under this Agreement.

7.15.Survival of Certain Obligations.  The obligations of the Company and the Employee set forth in this Agreement that by their terms extend beyond or survive the termination of this Agreement, including, without limitation, the obligations of the Employee under Sections 3-5 hereof, will not be affected or diminished in any way by the termination of this Agreement.

7.16.Legal Counsel.  Each party hereby agrees and acknowledges that it has had full opportunity to consult with counsel and tax advisors of its selection in connection with the preparation and negotiation of this Agreement.

7.17.No Prior Restrictions.  The Employee hereby represents and warrants to the Company that the Employee is free to enter into employment with the Company on the terms set forth herein and that there are no contracts or restrictive covenants preventing full performance of the Employee’s duties.

[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and delivered by its duly authorized officer, and the Employee has duly executed and delivered this Agreement, as of the date first written above.

/s/ Niels Lichti
NIELS LICHTI
THE HYGENIC CORPORATION
By:	/s/ Marshall Dahneke
Name:		Marshall Daheneke
Title:		President and Chief Executive Officer

Signature Page to Niels Lichti Employment Agreement

FIRST AMENDMENT TO THE

AMENDED AND RESTATED EMPLOYMENT AND

NON-COMPETITION AGREEMENT

This FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (the “Amendment”) is made and entered into as of this 21st day of July, 2015 by and between The Hygenic Corporation, a Delaware corporation (the “Company”) and Niels Lichti, an individual (the “Employee”) (collectively, the “Parties”).

RECITALS

WHEREAS, the Parties entered into that certain Amended and Restated Employment and Non-Competition Agreement dated as of October 11, 2012 (the “Employment Agreement”), which addresses the terms and conditions of the Employee’s employment by the Company;

WHEREAS, capitalized terms not defined in this Amendment have the respective meanings ascribed to them in the Employment Agreement;

WHEREAS, the Parties desire to amend the terms and conditions of the Employee’s employment as set forth in the Employment Agreement;

WHEREAS, the compensation provisions in Section 2.4 of the Employment Agreement remain in full effect in accordance with their terms and, notwithstanding, this Amendment, the Employee shall be entitled to retain the stock options granted to the Employee subject to the terms and conditions of the Company’s equity incentive plan and the applicable award agreement, and

WHEREAS, the Parties each acknowledge and reaffirm their obligations under the Employment Agreement, as amended by this Amendment;

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants, terms provisions and conditions set forth herein, the Parties hereby agree as follows:

1.Job Title. The Employee will be employed as the Senior Vice President of Finance. All references in the Employment Agreement to “Chief Financial Officer” shall be replaced with references to “Senior Vice President of Finance”.

2.Reporting Duties. The second sentence of Section 2.3(a) of the Employment Agreement will be replaced in its entirety with the following sentence:

The Employee will initially report directly to the Chief Executive Officer and, when a Chief Financial Officer is hired, directly to the Chief Financial Officer or to such other Person as the Chief Executive Officer or Chief Financial Officer shall decide.

Acknowledgement. The Employee acknowledges and agrees that nothing contained in this Amendment, including without limitation any changes in title or reporting structure pursuant to the terms hereof, shall constitute Good Reason for purposes of Section 6.1(f) of the

Employment Agreement or any other similar right the Employee may have under any other agreement with the Company or any of its Affiliates.

Miscellaneous.  Except as expressly modified herein, the Employment Agreement remains in full force and effect, and is binding on the Employee and the Company in accordance with its terms. The Employee and the Company acknowledge that the Employment Agreement, as amended by this Amendment, constitutes the entire agreement between the Employee and the Company with respect to the terms and conditions of the Employee’s employment and supersedes all other agreements and understandings, whether written or oral, between the Employee and the Company.

IN WITNESS WHEREOF, this Amendment has been executed by the Company, by its duly authorized representative, and by the Employee, as of the date first written above.

THE HYGENIC CORPORATION		EMPLOYEE
By:	/s/ Marshall Dahneke	By:	/s/ Niels Lichti
Name:	Marshall Dahneke	Name: Niels Lichti
Title:	CEO

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EX-10.10

Exhibit 10.10

EXECUTION VERSION

EMPLOYMENT AND NON-COMPETITION AGREEMENT

THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), is entered into effective as of the 10th day of December, 2015 (the “Effective Date”), by and between The Hygenic Corporation, a Delaware corporation (the “Company”), Performance Health Holdings Corp. (“Holdings”), and Scott Emerick, an individual (the “Employee”).

RECITALS

WHEREAS, Holdings and the Company desire to enter into this Agreement with respect to the employment of the Employee on the terms and conditions set forth herein and the Employee desires to commence such employment on the terms and conditions set forth herein; and

WHEREAS, in the course of such employment, the Employee will become familiar with confidential information and trade secrets associated with the business of Holdings and the Company and their respective subsidiaries and Affiliates.

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth below, and upon the terms and subject to the conditions contained in this Agreement, the Employee, Holdings and the Company agree as follows:

Section 1.Definitions.

1.1Affiliates.  “Affiliates” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the first Person.  For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.  In addition to the foregoing, with respect to any Person who is an individual, “Affiliates” include the Person’s spouse or domestic partner, child, stepchild, grandchild, parent, stepparent, grandparent, or sibling.

1.2Business.  “Business” means the business of the Company, including designing, manufacturing or the sale or marketing any of: (i) resistive exercise bands, loops or tubing, exercise balls or hand exercise products and other exercise equipment and other products used for therapy or pain relief by healthcare practitioners; (ii) topical analgesics; (iii) athletic tape, kinesiology tape, braces and other sports medicine equipment; (iv) latex or synthetic latex products used by medical or industrial applications, including, without limitation, sonar buoys, soap dispensers, welding hoses, air and fluid transport, sheeting for baking release and turkey calls, as further described in any and all of the Company’s manufacturing, marketing and sales manuals; (v) latex or synthetic dental dam products; or (vi) health and wellness products, massage therapy, spa therapy, aroma therapy and other skin healthcare related products and

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accessories, as the same may be altered, amended, supplemented or otherwise changed from time to time in accordance with the Company’s strategic planning process.

1.3Confidential Information.  “Confidential Information” means information that constitutes a trade secret under the Uniform Trade Secrets Act or that otherwise is not generally known to the public and that is developed, owned or obtained by the Hygenic Group, including, without limitation, information developed by the Employee in the course of performing services to any member of the Hygenic Group, and the Hygenic Group’s marketing, financial, sales, customer and prospective customer information.

1.4Governmental Authority.  “Governmental Authority” means any government or political subdivision, whether federal, state, local or foreign, or any agency, commission, instrumentality or other authority of any such government or political subdivision, or any federal, state, local or foreign court or arbitrator.

1.5Hygenic Group.  “Hygenic Group” means the Company, Holdings, HCM Hygenic Corporation Sdn. Bhd., a Malaysian corporation, Performance Health GmbH, a German limited liability company, Performance Health, LLC, a Delaware limited liability company, Cramer Products, Inc., a Kansas corporation, Hygenic Intangible Property Holding Co., a Nevada corporation, Performance Touch, LLC, a Delaware limited liability company, and TheraPearl, LLC, a Maryland limited liability company, and their respective subsidiaries and divisions as they may exist from time to time.

1.6Person.  “Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, Governmental Authority or other entity or organization.

1.7Restricted Territory.  “Restricted Territory” means any geographic area in which the Company does business or is actively planning to do business at the time the Employee’s employment terminates or at any time during the two (2) year period immediately prior to such termination.

1.8Work Product.  “Work Product” means any and all promotional and advertising materials, digital commerce materials, catalogs, brochures, plans, customer lists, supplier lists, manuals, handbooks, equipment and parts lists, dealer and distributor lists, inventions, discoveries, improvements, trade secrets, secret processes and any technology, know-how or intellectual property made or developed or conceived of by the Employee, in whole or in part, alone or with others, which results from any work he may do for, or at the request of, the Company or which relates to the business, operations, activities, research, investigations or obligations of the Company.

Section 2.Employment.

2.1Term.  The Company shall employ the Employee, and the Employee shall serve the Company, for a continuous term beginning on the Effective Date and ending on the first anniversary of the Effective Date, which term shall automatically be renewed on the same terms and conditions set forth herein (as modified from time to time) for additional one-year periods

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beginning on the first anniversary of the Effective Date, unless sooner terminated pursuant to the provisions of this Agreement (the “Term of Employment”).

2.2Duties.

(a)Capacity.  The Employee will be employed as the Chief Financial Officer of each of Holdings and the Company, and the Employee will perform the responsibilities and duties that are usual to such position, and such managerial responsibilities and duties as may be assigned to him hereafter from time to time by the Chief Executive Officer of the Company (the “CEO”).  The Employee will report to the CEO and the Board of Directors of Holdings (the “Board of Directors”).  The Employee will use his best efforts to promote the interests, prospects and condition (financial and otherwise) and welfare of Holdings and the Company and their respective subsidiaries and Affiliates and shall perform his duties and responsibilities to the best of his ability in a diligent, trustworthy, businesslike and efficient manner.

(b)Schedule and Location.  The Employee will be employed on a full-time basis and shall devote his best efforts and his full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity and as provided for in Section 2.2(c) below) to the business and affairs of Holdings and the Company and their respective subsidiaries and Affiliates.  The Employee shall render his services in accordance with such policies as the Company may establish from time to time for the conduct of its employees.  The Employee shall perform his duties under this Agreement in Akron, OH and shall travel to such other places in the United States and elsewhere as the Board of Directors or the CEO so directs from time to time as needed.

(c)Exclusivity.  Without limiting the generality of the foregoing, the Employee shall faithfully serve Holdings and the Company, devote his full working time, attention and energies to the business of Holdings and the Company and perform the duties under this Agreement.  Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Employee from serving on professional, civic, charitable or religious organizations, so long as such activities do not unreasonably interfere with the performance of the Employee’s duties under this Agreement.

2.3Compensation.  As compensation for the services to be rendered and the other obligations undertaken by the Employee under this Agreement or otherwise, the Company shall pay the Employee the following compensation:

(a)Salary.  Beginning on the Effective Date, the Company shall pay to the Employee, in accordance with the Company’s policies in effect from time to time, an annualized base salary (the “Annual Base Salary”) of $315,000, which salary will be reviewed by the Board of Directors (or a committee thereof) each year.

(b)Discretionary Bonuses.  The Employee will receive such annual bonuses commencing with the fiscal year 2016 (May 1, 2015 through April 30, 2016), which shall be targeted at fifty percent (50%) of Annual Base Salary, that the Board of Directors (or a committee thereof) in its sole discretion determines based upon the financial performance of the Company relative to the annual financial plan and/or operating goals adopted by the Board of

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Directors (or a committee thereof).  The time period for determination of such discretionary annual bonus is the Company’s fiscal year (currently May 1 through April 30).  Payment of any discretionary annual bonus will be made to the Employee in a single lump sum by the later of (i) the date that is thirty days after the issuance of the Company’s annual audit report for such fiscal year (but in any event before March 15 of the year following the year in which the fiscal year ends) and (ii) July 15 following the end of the fiscal year.  The Employee’s annual bonus for fiscal year 2016, to the extent earned, will be pro-rated to reflect the time period in which the Employee was employed by the Company during such year.

(c)Expenses; Vacation.  The Company shall reimburse the Employee for his reasonable travel and entertainment expenses in connection with his employment by the Company in accordance with the policies of the Company in effect from time to time.  The Employee will receive four (4) weeks of paid vacation per year in accordance with the policies of the Company in effect from time to time and such other fringe benefits, including, without limitation, paid holidays in accordance with the policies of the Company in effect from time to time for which he is eligible.

(d)Additional Benefits.  The Employee will receive all general employee benefits for which he is eligible under the terms of any plans, programs or arrangements, if any, the Company may provide (“Additional Benefits”), as in existence from time to time.  Additional Benefits, if any, will in all respects be paid or provided in accordance with the then-existing plans, policies, programs and/or arrangements establishing or governing such Additional Benefits.

(e)Option Award.  To the extent the Employee remains continuously employed by the Company hereunder, Holdings shall grant the Employee an option to purchase that number of shares of Holdings common stock, equal to 1.00% of the fully diluted ownership of Holdings.  Such grant shall occur on the earlier of 1) the underwritten initial public offering of the common shares of Holdings (the “IPO”), or 2) as soon as practicable after the earlier of: a) the parties’ mutual agreement that an IPO will not be consummated and a “Corporate Transaction” as defined in 2.3(f) will not be closed before June 30, 2016, or b) June 30, 2016, but subject to an extension of such date by the mutual agreement of the parties in only the event of an imminently occurring IPO, with such agreement not to be unreasonably withheld.  The date the option contemplated hereunder is granted will be the “Grant Date.”  Any grant awarded under this Section 2.3(e) shall take into account the effect of any stock split effected in connection with the IPO, which in the case of a Grant Date in connection with the IPO will be determined immediately prior to the issuance of any shares in connection with the IPO.  The exercise price of the option will be determined as follows: (i) if the option is granted upon the IPO, it will be granted at an exercise price equal to the public offering price, and (ii) if the option is granted at any other time, it will be granted at an exercise price equal to the fair market value of a share of Holdings common shares on the Grant Date, as determined by the Board of Directors, in its good faith discretion.  Twenty percent (20%) of the shares underlying the option award will vest on each of the first, second, third, fourth and fifth anniversary of the Effective Date, subject to the Employee’s continuous employment with the Company on each such date.

(f)In the event that a transaction occurs to sell or dispose of all or substantially all the capital stock or assets of the Company in a form other than an IPO (a

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“Corporate Transaction”) prior to the issuance of the option award contemplated by Section 2.3(e) above and prior to June 30, 2016 (or the extension of such date by the mutual agreement of the parties as described in 2.3(e) for an imminently occurring IPO), the Company will pay the Employee a transaction bonus of $300,000, to be paid in cash at the closing of the Corporate Transaction, subject to the Employee’s continuous employment with the Company through the closing of such Corporate Transaction; it being understood that if Employee’s employment is terminated by the Company without Cause, by the Employee for Good Reason or due to the Employee’s death or by the Company due to the Employee’s Disability prior to the closing of such Corporate Transaction, the Employee will remain entitled to be paid such bonus upon the closing of such Corporation Transaction.  Upon the occurrence of an IPO or the issuance of the option award contemplated by Section 2.3(e) above, if earlier, the bonus entitlement contemplated by this Section 2.3(f) shall terminate.

Section 3.Non-Competition.

3.1Confidential Information.  The Employee acknowledges and agrees that in the performance of his duties under this Agreement, he will be brought into frequent contact, either in person, by telephone or through the mails, with existing and potential customers of the Hygenic Group.  The Employee also agrees that any Confidential Information gained by the Employee during his employment with the Hygenic Group has been developed by the Hygenic Group through substantial expenditures of time and money and constitutes valuable and unique property of the Hygenic Group.  The Employee further understands and agrees that the foregoing makes it necessary for the protection of the Business that the Employee not compete with the Hygenic Group during the Term of Employment and not compete with the Hygenic Group for a reasonable period after such employment, as further provided in the following sections.

3.2Non-Competition During The Term of Employment.  During the Term of Employment, the Employee shall not, directly or indirectly (including via Affiliates), in any of the United States of America, Canada, Europe, Australia, Japan or any other country in the world:

(a)enter into or engage in any business that competes with the Business; or

(b)solicit customers, active prospects, business or patronage for any business, wherever located, that competes with the Business or sell any products or services for any business, wherever located, that competes with the Business or could then be provided by the Business; or

(c)solicit, divert, entice or otherwise take away any customers, former customers, active prospects, business, patronage or orders of the Hygenic Group or attempt to do so; or

(d)counsel, promote or assist, financially or otherwise, any Person, engaged in any business that competes with the Business.

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3.3Non-Competition After The Term of Employment.

(a)For a period of two (2) years following the Term of Employment (and, if applicable, the extended period elected by the Company in accordance with Section 3.3(b) hereof), the Employee shall not and shall cause each of his Affiliates not to:

(i)enter into or engage in any business that competes with the Business within the Restricted Territory; or

(ii)solicit customers, active prospects, business or patronage for any business, wherever located, that competes with the Business within the Restricted Territory or sell any products or services for any business, wherever located, that competes with the Business or could then be provided by the Business within the Restricted Territory; or

(iii)solicit, divert, entice or otherwise take away any customers, former customers, active prospects, business, patronage or orders of the Hygenic Group within the Restricted Territory or attempt to do so; or

(iv)counsel, promote or assist, financially or otherwise, any Person engaged in any business that competes with the Business within the Restricted Territory.

(b)The Company may elect to extend the covenants set forth on Section 3.3(a)(i) through (iv) for up to twelve additional months so that the period of the covenant expires three years following the Term of Employment, by (i) providing written notice to the Employee no later than thirty days before the twelve month anniversary of the last day of the Term of Employment, and (ii) continuing to pay the Employee a severance payment in an amount equal to one-twelfth of the Annual Base Salary in effect on the Employee’s last day of employment with the Company, which such payment shall be paid on the last day of each of the final twelve months of the first year following the Term of Employment, subject to the execution of the release of claims contemplated by Section 6.3. Any payment under this Section 3.3(b)(ii) shall be in addition to any severance benefits set forth in Section 6.3 of this Agreement. If the Company does not elect to extend the covenants set forth on Section 3.3(a)(i) through (iv) for up to twelve additional months, such covenants shall expire on the second anniversary of the expiration of the Term of Employment.

3.4Tolling of Covenants.  If it is judicially determined that the Employee has violated any of his obligations under Section 3.3, then the period applicable to each obligation that the Employee has been determined to have violated automatically will be extended by a period of time equal in length to the period during which such violation(s) occurred.

3.5Nonsolicitation.  The Employee shall not, and shall cause each of his Affiliates not to, directly or indirectly, during the Term of Employment and two (2) years thereafter, solicit or induce or attempt to solicit or induce any employee, representative or agent of the Hygenic Group to terminate his, her or its employment, representation or other association with the Hygenic Group.

3.6Non-Competition - Direct or Indirect.  The Employee will be in violation of Sections 3.2, 3.3 and 3.5 if he engages in any or all of the activities set forth in those sections directly as an individual on his own account, or indirectly for any other Person and whether as partner, joint venturer, employee, agent, salesperson, employee, officer and/or director of any

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Person or as an equity holder of any Person in which Employee or Employee’s spouse, child or parent owns, directly or indirectly, any of the outstanding equity interests.

Section 4.Development of Inventions, Improvements or Know-How.

4.1Disclosure Obligation.  The Employee and his heirs, assigns and representatives shall disclose fully and promptly to the Company any and all Work Product, including, without limitation, any and all facts, test data, findings, designs, formulas, processes, sketches, drawings, models and figures.

4.2Assignment.  All Work Product is deemed a “work of hire” in accordance with the U.S.  Copyright Act and is owned exclusively by the Company.  If, and to the extent, any of the Work Product is not considered a “work of hire,” the Employee does hereby assign to the Company and shall, without further compensation, assign to the Company, the Employee’s entire right, title and interest in and to all Work Product.  At the Company’s expense and at the Company’s request, the Employee shall provide reasonable assistance and cooperation, including, without limitation, the execution of documents in order to obtain, enforce and/or maintain the Company’s proprietary rights in the Work Product throughout the world.  The Employee appoints the Company as his agent and grants the Company a power of attorney for the limited purpose of executing all such documents.

4.3Publication.  The Employee shall not publish or submit for publication, or otherwise disclose to any Person other than the Company, any data or results from the Employee’s work on behalf of the Company without the prior written consent of the Company.

Section 5.Non-Disclosure.

The Employee shall keep in strict confidence, and shall not, directly or indirectly, at any time, during the Term of Employment or after the termination of this Agreement, disclose, furnish, disseminate, make available or, except in the course of performing his duties of employment under this Agreement in accordance with the terms hereof, use any Confidential Information, without limitation as to when or how the Employee may have acquired such information.  The Employee specifically acknowledges that: (i) this Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of the Employee and whether compiled by the Company and/or the Employee derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from their disclosure or use; (ii) reasonable efforts have been put forth by the Company to maintain the secrecy of such information; (iii) such information is and will remain the sole property of the Company, and (iv) any retention and use of the Confidential Information during or after the termination of the Employee’s employment with the Company will constitute a misappropriation of the Company’s trade secrets.

Section 6.Termination of Employment.

6.1Right to Terminate.

(a)Death.  The Employee’s employment by the Company and this Agreement shall terminate upon the Employee’s death.

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(b)Disability.  In the event that the Employee, because of accident, disability or physical or mental illness, is incapable of performing his duties under this Agreement (a “Disability”), the Company has the right to terminate the Employee’s employment by the Company and this Agreement upon 30 days’ prior written notice to the Employee.  For purposes of this Section 6.1(b), and the definition of Disability wherever such term is used in this Agreement, the Employee will be deemed to have become incapable of performing his duties under this Agreement if he is incapable of so doing for (a) a continuous period of ninety (90) days and remains so incapable at the end of such ninety (90) day period, or (b) periods amounting in the aggregate to ninety (90) days within any one period of three hundred sixty five (365) days and remains so incapable at the end of such aggregate period of ninety (90) days.

(c)Breach.  In the event that the Employee materially breaches, or fails to comply with, any of the provisions of this Agreement, the Company has the right to terminate the Employee’s employment by the Company and this Agreement.

(d)Cause.  The Company has the right to terminate the Employee’s employment by the Company and this Agreement for cause upon (i) (A) the conviction of the Employee with respect to a felony or (B) a reasonable, good faith determination by the Board of Directors that the Employee has committed a crime involving theft, fraud, or dishonesty that has a detrimental impact on Holdings or the Company and its subsidiaries or Affiliates; (ii) the Employee’s continued failure to perform employment duties reasonably requested by Holdings or the Company (except as a result of sickness, illness or injury); provided that the Company first notifies the Employee in writing describing in reasonable detail the reasons for such non-performance and the Employee has not fully cured such non-performance within thirty (30) days following the date of the Company’s notice; provided further however, that if (w) the Company reasonably determines that providing such opportunity to cure to the Employee is reasonably likely to have a material adverse effect on its business, financial condition, results of operations, prospects or assets, (x) the facts and circumstances underlying such termination are not able to be cured or (y) the Company has previously delivered a notice under this clause (ii); in any case, (w), (x) or (y), the Company may terminate the Employee’s employment without providing an opportunity to cure; (iii) the Employee’s material violation of Holdings’ or the Company’s written policies regarding ethics, anti-discrimination, equal employment opportunity, and sexual harassment; (iv) the Employee’s possession on Holdings’ or the Company’s premises of any prohibited drug or substance that would amount to a criminal offense; (v) willful misconduct or grossly negligent conduct by the Employee in the performance of his duties; (vi) gross misconduct by the Employee that has reflected adversely on his public reputation as to prejudice the interest of Holdings or the Company if he were to continue to be retained as one of its respective employees; or (vii) the Employee’s breach of Sections 3, 4 or 5 of this Agreement.

(e)Otherwise by the Company.  The Company has the right to terminate the Employee’s employment by the Company and this Agreement for any other reason not specified in this Section 6.1 (a) — (d) upon 30 days’ prior written notice to the Employee.

(f)By the Employee for Good Reason.  The Employee has the right to terminate his employment under this Agreement for “Good Reason” (as defined below) if (i) within thirty (30) days of the initial existence of the event constituting Good Reason, the Employee provides written notice of the event constituting Good Reason to the Company, (ii) the

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Company does not remedy said Good Reason within thirty (30) days of its receipt of such written notice, and (iii) the Employee terminates his employment for Good Reason effective any time after the expiration of such 30-day remedy period until the date that is ninety (90) days after the initial existence of the event of Good Reason.  “Good Reason” shall mean any of the following: (i) any involuntary material diminution in the Employee’s title, duties or responsibilities with the Company or Holdings or (ii) without the Employee’s consent, a change of over fifty miles from the geographic location at which the Employee must perform his duties for the Company or Holdings.

(g)Otherwise By the Employee.  The Employee has the right to terminate his employment under this Agreement for any other reason not specified in Section 6.1(f) at any time upon 30 days’ prior written notice to the Company.

6.2Payment Obligation.  Upon the termination by the Company of the Employee’s employment pursuant to Sections 6.1(a), (b), (c), or (d)  or the termination by the Employee of the Employee’s employment pursuant to Sections 6.1(g), the Company will have no further obligation to the Employee under this Agreement except to distribute to the Employee (i) the unpaid installments of Annual Base Salary due pursuant to Section 2.3(a) up to the date of termination, and (ii) the other benefits due the Employee as of the date of termination, if any, under the Company’s then existing employee benefit plans, policies or programs in which he participates.

6.3Severance Benefits.  Upon any termination by the Company of the Employee’s employment pursuant to Section 6.1(e), or upon any termination by the Employee of the Employee’s employment pursuant to Section 6.1(f) and, in any event, subject to the Employee’s execution and delivery to the Company (without revocation) of a general release of claims in form and substance satisfactory to the Company in its sole discretion within the time period specified in such release, and such release having become effective in accordance with its terms, which form of release shall exclude claims for indemnification under the Company’s Articles of Incorporation, by-laws or similar policy, plan or agreement relating to the indemnification of officers, claims under the Stockholders Agreement dated as of October 11, 2012, by and among Holdings and the shareholders of Holdings, as the same may be amended, modified, supplemented or replaced from time to time, to the extent applicable, and claims for vested tax-qualified retirement benefits, the Company shall pay to the Employee on the last day of each of the twelve months following the month in which such termination occurred a severance payment in an amount equal to one-twelfth (1/12) of his Annual Base Salary then in effect on the date of termination (with the first payment made following the effectiveness of the release referenced above to include payment for any month following the month in which the termination occurred that has then elapsed). Notwithstanding the foregoing, upon termination of the Employee pursuant to Section 6.1(e) or 6.1(f), with respect to each month during the twelve months following any such termination, the Company shall not be obligated to pay any severance payments to the Employee if the Employee violates Sections 3-5 of this Agreement.  Upon termination of the Employee’s employment pursuant to Section 6.1(e) or 6.1(f), if the Employee timely elects, in accordance with the federal law commonly known as COBRA (“COBRA”), continuation of coverage under the Company’s medical and/or dental benefit plans in which the Employee and his dependents were properly participating on the date of termination from employment, subject to the execution and non-revocation of the release of claims described

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above, the Company will pay during the first twelve months of such COBRA continuation coverage, an amount sufficient so that the Employee is responsible for paying only the portion of the premium for such coverage that the Employee would have been required to pay if the Employee was then employed with the Company (with the first payment made following the effectiveness of the release referenced above to include payment for any month following the month in which the termination occurred that has then elapsed); provided, however, that the Company’s payment shall cease if the Employee obtains coverage under another employer’s health plan or otherwise.  In addition, the Employee will be provided with outplacement services from a reputable outplacement firm to be mutually agreed upon by Employee and Company.

6.4Return or Destruction.  Upon termination of this Agreement, the Employee shall not remove from any premises at which the Business is conducted any property of the Company, including, without limitation, any Confidential Information, and shall return, in good condition, all the property of the Company, including, without limitation, all tangible embodiments of the Confidential Information.

Section 7.Miscellaneous.

7.1Amendment.  This Agreement may be amended only by a writing executed by the parties to this Agreement.

7.2Entire Agreement.  This Agreement and the other agreements referred to in this Agreement set forth the entire understanding of the parties regarding this subject matter and supersede all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written, between the parties regarding this subject matter.

7.3Notices.  All notices and other communications required or permitted under this Agreement will be in writing and will be deemed to have been duly given when delivered in person or when dispatched by telegram or electronic facsimile transfer (confirmed in writing by mail simultaneously dispatched) or one business day after having been dispatched by a nationally recognized overnight courier service to the appropriate party at the address specified below:

If to Holdings or

the Company:The Hygenic Corporation

1245 Home Avenue

Akron, Ohio 44310-2510

Telecopy: (330) 630-5286

Attention: President

With a copy to (which
shall not constitute notice):Gridiron Capital Fund II, LP

220 Elm Street

New Canaan, CT 06840

Telecopy: (203) 801-0602

Attention: Kevin Jackson and William Hausberg

If to the Employee:Scott Emerick

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At his address most recently on file with the Company

7.4Assignment.  This Agreement is binding upon and inures to the benefit of the heirs, successors, representatives and assigns of each party, but no rights, obligations or liabilities of the Employee under this Agreement will be assignable without the prior written consent of the Company.

7.5Governing Law.  This Agreement will in all respects be governed by, and construed in accordance with, the laws of the State of Ohio, without regard to conflict of laws principles that would require the application of the laws of any other jurisdiction.

7.6Severability.  Each section and subsection of this Agreement constitutes a separate and distinct provision of this Agreement.  It is the intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applicable in each jurisdiction in which enforcement is sought.  Accordingly, if any provision of this Agreement is adjudicated to be invalid, ineffective or unenforceable, the remaining provisions will not be affected by such adjudication.  The invalid, ineffective or unenforceable provision will, without further action by the parties, be automatically amended to effect the original purpose and intent of the invalid, ineffective or unenforceable provision; provided, however, that such amendment will apply only with respect to the operation of such provision in the particular jurisdiction with respect to which such adjudication is made.

7.7Waivers.  None of the terms of this Agreement will be deemed to be waived or amended by either party unless such a waiver or amendment specifically references this Agreement and is in writing signed by an authorized representative of the party to be bound.  Any such signed waiver will be effective only in the specific instance and for the specific purpose for which it was made or given.

7.8Headings.  The headings in this Agreement are solely for convenience of reference and are not to be given any effect in the construction or interpretation of this Agreement.

7.9Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same instrument.

7.10Third Parties.  Nothing expressed or implied in this Agreement is intended, or may be construed, to confer upon or give any Person other than the Company and the Employee (and their respective successors and assigns) any rights or remedies under, or by reason of, this Agreement.

7.11Withholding.  All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

7.12Section 409A.  Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.  Any reimbursement for expenses that would constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue

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Code, as amended (the “Code”) shall be subject to the following additional rules: (i) no reimbursement of any such expense shall affect the Employee’s right to reimbursement of any such expense in any other taxable year; (ii) reimbursement of the expense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit.  A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A of the Code upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code (after giving effect to the presumptions contained therein) and, for purposes of any such provision of this Agreement, references to a “termination”, “termination of employment” or like terms shall mean “separation from service”.  If the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A of the Code payable on account of a “separation from service”, such payment or benefit shall be made or provided at the date which is the earlier of (a) the expiration of the six-month period measured from the date of such “separation from service”, and (b) the date of the Employee’s death (the “Delay Period”).  Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7.12 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.  If the Employee is required to execute (and to not revoke) a timely and effective release of claims in exchange for any payments or benefits hereunder, and the period available to execute (and to not revoke) the release of claims spans the end of a calendar year, any payment contingent on the execution of the release of claims shall not be made until the second calendar year, to the extent required by Section 409A of the Code.  In no event shall Holdings or the Company or any of their respective subsidiaries or Affiliates have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A of the Code.

7.13Disclosure.  During the Term of Employment and for two (2) years after such Term of Employment, the Employee shall communicate the contents of Sections 3, 4 and 5 of this Agreement to any Person that he intends to be employed by, associated with or represent and that is engaged in a business that is competitive to the Business.  In the event that the Company exercises its option to elect to extend the covenants pursuant to Section 3.3(b) hereof for an additional twelve (12) month period, the Employee’s obligations pursuant to the preceding sentence shall extend for an additional twelve (12) month period (such that such obligations shall be in place for three (3) years after the Term of Employment).

7.14Arbitration/Specific Performance.  Except as otherwise provided in this paragraph, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the employment arbitration rules of the American Arbitration Association then in effect, such arbitration to be located in Akron, Ohio.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction.  No party shall be

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entitled to seek or be awarded punitive damages.  All attorneys’ fees and costs shall be allocated or apportioned as agreed by the parties or, in the absence of an agreement, in such manner as the arbitrator or court shall determine to be appropriate to reflect the final decision of the deciding body as compared to the initial positions in arbitration of each party.  Notwithstanding the foregoing, the Employee acknowledges that his failure to comply with Sections 3 to 5 of this Agreement (inclusive) will irreparably harm the Business and that the Company will not have an adequate remedy at law in the event of such non-compliance.  Therefore, the Employee acknowledges that the Company will be entitled to injunctive relief and/or specific performance without the posting of bond or other security, in addition to whatever other remedies it may have, at law or in equity, in any court of competent jurisdiction against any acts of non-compliance by the Employee under this Agreement.

7.15Survival of Certain Obligations.  The obligations of the Company and the Employee set forth in this Agreement that by their terms extend beyond or survive the termination of this Agreement, including, without limitation, the obligations of the Employee under Sections 3 to 5 hereof, will not be affected or diminished in any way by the termination of this Agreement.

7.16Legal Counsel.  Each party hereby agrees and acknowledges that it has had full opportunity to consult with counsel and tax advisors of its selection in connection with the preparation and negotiation of this Agreement.

7.17No Prior Restrictions.  The Employee hereby represents and warrants to the Company that the Employee is free to enter into employment with the Company on the terms set forth herein and that there are no contracts or restrictive covenants preventing full performance of the Employee’s duties.

[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and delivered by its duly authorized officer, and the Employee has duly executed and delivered this Agreement, as of the date first written above.

/s/Scott Emerick
Scott Emerick
THE HYGENIC CORPORATION
By:	/s/Marshall Dahneke
		Name: Marshall Dahneke
		Title: CEO
PERFORMANCE HEALTH HOLDINGS CORP.
By:	/s/Marshall Dahneke
		Name: Marshall Dahneke
		Title: CEO

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EX-10.11

Exhibit 10.11

April 8, 2013

Dear Mr. Larsen:

This letter will confirm our agreement with you (‘“Larsen” or “you”), with respect to your service as a member of the Board of Directors (the “Board”) of PHW Holdings, Inc. (the “Company”), under the terms and conditions that follow.

1.Board Service.

(a)As of April 8, 2013 (the “Effective Date”), you were appointed to the Board of the Company.

(b)Subject to earlier termination, as provided in Section 4 hereof, the term of our agreement shall commence on the Effective date and shall continue so long as you are a member of the Board.  The term of this Agreement, as from time to time extended, is referred to hereafter as “the term of this Agreement,” “the term,” or “the term hereof.”

(c)In connection with your appointment to the Company’s Board, you agree to attend regular meetings of the Company’s Board, as may be scheduled or called by the Board or the Company (“Board Meetings”).

2.Payment.

(a)Board of Directors Fees.  The Company will pay you fees for attending meetings of the Board (including Board Meetings) at a rate of $4,000 per in-person meeting of the Board, up to a maximum of $16,000 per calendar year.  In addition, the Company will pay you $1000 per day of any additional consulting work you provide to the Company and will pay or reimburse you for all reasonable business expenses incurred or paid by you in connection with your service as a member of the Board, subject to any maximum annual limit and other restrictions on such expenses set by the Company and to such reasonable substantiation and documentation as it may specify from time to time.

(b)Equity Purchase; Stock Option Grant.  The Company and you intend that you (or, to the extent acceptable to the Company, a limited liability company controlled by you) shall have the ability to purchase up to $100,000 of Investor Shares of PHW Holdings, Inc. (“Holdco”) at a price equal to the fair market value thereof determined in good

faith by the Board at the time of such purchase.  This ability to purchase common stock shall expire sixty (60) days from the date of this Agreement.  Additionally, you shall be awarded a stock option for 1,750 shares of the common equity of Holdco with a strike price of $100.00 per share.  The stock option will be subject to customary terms (including performance and time vesting).  Without limiting the generality of the foregoing, the option will be subject to the terms of Holdco’s stock option plan.  As a condition to the purchase of the equity and the grant of the stock option described herein, you will be required to become a party to Holdco’s stockholders agreement, a copy of which will be provided to you prior to such purchase and grant.

(c)No Eligibility for Employee Benefits.  You understand that you are an independent contractor and, as such, neither you nor any dependent or other individual claiming through you will be eligible to participate in, or receive benefits under, any of the employee benefit plans, programs and arrangements maintained by the Company other than as a spouse or family member of another individual entitled to participate in, or receive benefits under, any such plans.

3.Confidential Information and Restricted Activities.

(a)Confidential Information.  You acknowledge that the Company and its Affiliates continually develop Confidential Information, that you may develop Confidential Information for the Company or its Affiliates and that you may learn of Confidential Information during the course of your association with the Company and/or its Affiliates.  You will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any Person or use, other than as required by applicable law, regulation or process or for the proper performance of your duties and responsibilities to the Company and its Affiliates, any Confidential Information obtained by you incident to your association with the Company and its Affiliates.  You understand that this restriction shall continue to apply after your association with the Company and its Affiliates terminates, regardless of the reason for such termination.

All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company and/or its Affiliates and any copies, in whole or in part, thereof, (the “Documents”! whether or not prepared by you, are the sole and exclusive property of the Company and its Affiliates.  You shall safeguard all Documents and shall surrender to the Company at the time your association with the Company terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in your possession or control.

(b)Restricted Activities.  You agree that some restrictions on your activities during and after your association with the Company are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:

During the Non-Competition Period (as defined below), you shall not engage directly or indirectly in Competition other than on behalf of the Company or any of its Affiliates; provided, however, that no owner of less than 5% of the outstanding stock of any publicly-traded corporation will be deemed to be so engaged solely by reason thereof.  “Competition” means the

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development, manufacture, marketing, sale distribution or reconditioning of any Products which (i) the Company or any Affiliate develops, manufactures, markets, sells, distributes or reconditions during or as of the date of termination of your association with the Company or (ii) the Company or any Affiliate has active and established plans to develop, manufacture, market, sell, distribute or recondition during or as of the date of termination of your association with the Company and actually develops, manufactures, markets, sells, distributes or reconditions within one year following the date of termination of your association with the Company.

You further agree that during the Non-Competition Period, you will not hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

The term “Non-Competition Period” means the period of time during which you are associated with the Company and the two years following the date you are removed or resign from the Board.

(c)Enforcement of Covenants.  You acknowledge that you have carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon you pursuant to this Section.  You agree that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area.  You further acknowledge that, were you to breach any of the covenants contained in this Section, the damage to the Company would be irreparable.  You therefore agree that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach by you of any of said covenants, without having to post bond.  You further agree that, in the event that any provision of this Section shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

4.Termination.  Notwithstanding the provisions of Section 1(b) of this Agreement, the Company may terminate this Agreement during the term at any time upon notice to you, you may terminate this Agreement during the term at any time upon notice to the Company, and this Agreement shall automatically terminate in the event of (i) your removal or resignation from the Board or (ii) your death during the term hereof.

5.Matters Related to Termination.

(a)In the event of termination of this Agreement for any reason, including without limitation expiration of the term hereof, the Company will pay you any amounts earned but not paid through the date of termination, and the Company shall have no obligation to you for any other payments following termination of this Agreement.

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(b)Provisions of this Agreement shall survive any termination if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation your obligations under Section 3 of this Agreement.  Upon termination by either you or the Company or expiration of the term hereof, all rights, duties and obligations of you and the Company to each other shall cease, except as otherwise expressly provided in this Agreement.

6.Definitions.  For purposes of this Agreement, the following definitions apply:

(a)“Affiliates” means, with respect to any specified Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to either (A) direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise or (B) vote at least 20% or more of the securities having voting power for the election of directors (or Persons performing similar functions) of such Person and (ii) in the case of a specified Person who is an individual, any Member of the Immediate Family of such Person.

(b)“Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information, which, if disclosed by the Company or its Affiliates would assist in competition against them.  Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) the Products, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and special needs of the customers of the Company and its Affiliates and (v) the people and organizations with whom the Company and its Affiliates have business relationships and those relationships.  Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.  Notwithstanding the foregoing, Confidential Information does not include any information that is or becomes generally known to the public through no wrongful act of you or any representative of yours.

(c)“Members of the Immediate Family” means, with respect to any individual, each spouse or child or other descendants of such individual, each trust, limited liability company or limited partnership created solely for the benefit of one or more of the aforementioned Persons and/or their spouses and each custodian or guardian of any property of one or more of the aforementioned Persons in his capacity as such custodian or guardian.

(c)“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or any of its Affiliates.

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(d)“Products” means all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during your association with the Company.

7.Conflicting Agreements.  You hereby represent and warrant that your signing of this Agreement and the performance of your obligations under it will not breach or be in conflict with any other agreement to which you are a party or are bound and that you are not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of your obligations under this Agreement.  You agree that you will not disclose to or use on behalf of the Company or any of its Affiliates any proprietary information of a third party without that party’s consent.

8.Independent Contractor.

(a)You expressly understand and agree that you are an independent contractor in the performance of each and every part of this Agreement and that nothing contained in this Agreement is intended, or shall be construed, to constitute you as the employee, agent, partner or joint venturer of the Company or its Affiliates or as constituting the exercise by the Company or any of its Affiliates of control or direction over the manner or method by which you perform the services which are the subject of this Agreement.

(b)Other than with respect to serving as a member of the Board, you shall have no right, power or authority in any way to bind the Company or any of its Affiliates to the fulfillment of any condition, contract or obligation or to create any liability binding on the Company or any of its Affiliates.  The Company and its Affiliates are not responsible for any expenses or liabilities incurred by you, other than business expenses as set forth in Section 2(a) of this Agreement.

(c)As an independent contractor, you shall be solely responsible for all incidents of employment, including without limitation workers compensation insurance, unemployment insurance, withholding and payment of all federal and state income taxes and social security and Medicare taxes and other legally-required payments on sums received from the Company.

(d)You acknowledge that the Company does not maintain any comprehensive general liability, workers compensation or other insurance on behalf of you and that it is your sole responsibility to obtain and keep in force such insurance as you determine appropriate.  You assume all risk in connection with the adequacy of any and all such insurance which you elect to obtain.  As a director, you will be covered by the Company’s D&O insurance.

9.Assignment.  Neither you nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without your consent to one of its Affiliates or to any Person with whom the Company shall hereafter affect a reorganization, consolidate with, or merge into or to whom it transfers all or substantially all of its properties or assets.  This Agreement shall inure to the

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benefit of and be binding upon you and the Company, and each of our respective successors, executors, administrators, heirs and permitted assigns.

10.Severability.  If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

11.Miscellaneous.  This Agreement sets forth the entire agreement between you and the Company and replaces all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of your provision of services to the Company.  This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by you and an expressly authorized representative of the Board.  The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement.  This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.  This Agreement, the rights of the parties and all claims, actions, causes of action, suits, litigation, controversies, hearings, charges, complaints or proceedings arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

12.Notices.  Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, with respect to notices delivered personally, or upon confirmed receipt when delivered by facsimile or deposited with a reputable, nationally recognized overnight courier service and addressed or faxed to you at your last known address on the books of the Company or, in the case of the Company, at its principal place of business, attention Marshall Dahneke, with copies to Gridiron Capital, LLC, 220 Elm St., New Canaan, CT 06840, Fax: (203) 801-0602 Attn: Thomas A. Burger, Jr. and to Ropes & Gray LLP, One International Place, Boston, MA 02110, Fax: (617) 951-7050 Attn: Paul Van Houten, or to such other address as either party may specify by notice to the other actually received.

13.Attorney’s Fees.  In the event of any legal or equitable action or any other process to resolve any dispute over the interpretation or enforcement of this Agreement, the prevailing party shall be awarded its reasonably attorney’s fees any expenses.

14.Corporate Opportunities.  You agree that, notwithstanding any waiver by the Company of the doctrine of corporate opportunity or of any interest or expectancy of the Company and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to You, with respect to the Company and its subsidiaries, you will fully abide by and act in accordance with the doctrine of corporate opportunity applicable under Delaware corporate law to directors of Delaware corporations during any period of time during which you serve as a director of the Company.

[Remainder of Page Intentionally Left Blank]

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If the foregoing is acceptable to you, please sign this letter in the space provided and return it to me.  This letter will take effect as a binding agreement between you and the Company as of the date first set forth above and on the basis set forth above.

	Sincerely yours,
	PHW Holdings, Inc.
	/s/ Thomas A. Burger, Jr.
	Name: Thomas A. Burger, Jr.
	Title: President, Secretary, Treasurer
/s/ Mark M. Larsen
Mark M. Larsen

[SIGNATURE PAGE TO BOARD ASSOCIATION AGREEMENT]

EX-10.12

Exhibit 10.12

August 21, 2013

Dear Mr. Knox:

This letter will confirm our agreement with you (“Knox” or “you”), with respect to your service as a member of the Board of Directors (the “Board”) of Performance Health and Wellness Holdings, Inc. and certain of its affiliated entities (the “Company”), under the terms and conditions that follow.

1.Board Service.

(a)As of August 30, 2013 (the “Effective Date”), you were appointed to the Board of the Company.

(b)Subject to earlier termination, as provided in Section 4 hereof, the term of our agreement shall commence on the Effective Date and shall continue so long as you are a member of the Board. The term of this Agreement, as from time to time extended, is referred to hereafter as “the term of this Agreement,” “the term,” or “the term hereof.”

(c)In connection with your appointment to the Company’s Board, you agree to attend regular meetings of the Company’s Board, as may be scheduled or called by the Board or the Company (“Board Meetings”). In addition, we expect that, in your capacity as a member of the Company’s Board, you will spend time on projects that you and we may identify from time to time, provided that with respect to any such projects that are expected to require a significant amount of your time, you and we will agree to an additional consulting as described in Section 2(a) below.

2.Payment.

(a)Board of Directors Fees.  The Company will pay you fees for attending meetings of the Board (including Board Meetings) at a rate of $4,000 per in-person meeting of the Board, up to a maximum of $16,000 per calendar year. In addition, the Company will pay you $1,000 per day of any additional consulting work you provide to the Company and will pay or reimburse you for all reasonable business expenses incurred or paid by you in connection with your service as a member of the Board, subject, in both the case of the consulting fees and the expense reimbursements, to any maximum annual limit and other restrictions on such fees or expenses set by the Company and to such reasonable substantiation and documentation as the Company may specify from time to time.

(b)Equity Purchase; Stock Option Grant.  The Company and you intend that you shall have the ability to purchase up to $100,000 of Purchased Management Shares of PHW Holdings, Inc. (“Holdco”) at a price equal to the fair market value thereof determined in good faith by the Board at the time of such purchase pursuant to a management subscription agreement in the form provided to you. This ability to purchase common stock shall expire sixty (60) days from the date of this Agreement. Additionally, you shall be awarded a stock option for 1,750 shares of the common equity of Holdco with a strike price of $100.00 per share. The stock option will be subject to customary terms (including performance and time vesting as applicable) as set forth in the option certificate in the form provided to you. Without limiting the generality of the foregoing, the option will be subject to the terms of Holdco’s equity incentive plan. As a condition to the purchase of the equity and the grant of the stock option described herein, you will be required to become a party to Holdco’s stockholders agreement, a copy of which will be provided to you prior to such purchase and grant.

(c)No Eligibility for Employee Benefits.  You understand that you are an independent contractor and, as such, neither you nor any dependent or other individual claiming through you will be eligible to participate in, or receive benefits under, any of the employee benefit plans, programs and arrangements maintained by the Company other than as a spouse or family member of another individual entitled to participate in, or receive benefits under, any such plans.

3.Confidential Information and Restricted Activities.

(a)Confidential Information.  You acknowledge that the Company and its Affiliates continually develop Confidential Information, that you may develop Confidential Information for the Company or its Affiliates and that you may learn of Confidential Information during the course of your association with the Company and/or its Affiliates. You will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any Person or use, other than as required by applicable law, regulation or process or for the proper performance of your duties and responsibilities to the Company and its Affiliates, any Confidential Information obtained by you incident to your association with the Company and its Affiliates. You understand that this restriction shall continue to apply after your association with the Company and its Affiliates terminates, regardless of the reason for such termination.

All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company and/or its Affiliates and any copies, in whole or in part, thereof, (the “Documents”), whether or not prepared by you, are the sole and exclusive property of the Company and its Affiliates. You shall safeguard all Documents and shall surrender to the Company at the time your association with the Company terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in your possession or control.

(b)Restricted Activities.  You agree that some restrictions on your activities during and after your association with the Company are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:

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During the Non-Competition Period (as defined below), you shall not engage directly or indirectly (including by ownership, management, operation or participation in an entity engaging) in Competition other than on behalf of the Company or any of its Affiliates; provided, however, that no owner of less than 5% of the outstanding stock of any publicly-traded corporation will be deemed to be so engaged solely by reason thereof.  “Competition” means the development, manufacture, marketing, sale, distribution or reconditioning of any Products which (i) the Company or any Affiliate develops, manufactures, markets, sells, distributes or reconditions during or as of the date of termination of your association with the Company or (ii) the Company or any Affiliate has active and established plans to develop, manufacture, market, sell, distribute or recondition during or as of the date of termination of your association with the Company and actually develops, manufactures, markets, sells, distributes or reconditions within one year following the date of termination of your association with the Company.

You further agree that during the Non-Competition Period, you will not lure or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

The term “Non-Competition Period” means the period of time during which you are associated with the Company and the two years following the date you are removed or resign from the Board.

(c)Enforcement of Covenants.  You acknowledge that you have carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon you pursuant to this Section. You agree that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. You further acknowledge that, were you to breach any of the covenants contained in this Section 3, the damage to the Company would be irreparable. You therefore agree that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by you of any of said covenants, without having to post bond. You further agree that, in the event that any provision of this Section 3 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

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4.Termination.  Notwithstanding the provisions of Section 1 (b) of this Agreement, the Company may terminate this Agreement during the term at any time upon notice to you, you may terminate this Agreement during the term at any time upon notice to the Company, and this Agreement shall automatically terminate in the event of (i) your removal or resignation from the Board or (ii) your death during the term hereof.

5.Matters Related to Termination.

(a)In the event of termination of this Agreement for any reason, including without limitation expiration of the term hereof, the Company will pay you any amounts earned but not paid through the date of termination, and the Company shall have no obligation to you for any other payments following termination of this Agreement.

(b)Provisions of this Agreement shall survive any termination if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation your obligations under Section 3 of this Agreement. Upon termination by either you or the Company or expiration of the term hereof, all rights, duties and obligations of you and the Company to each other shall cease, except as otherwise expressly provided in this Agreement.

6.Definitions.  For purposes of this Agreement, the following definitions apply:

(a)“Affiliates” means, with respect to any specified Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to either (A) direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise or (B) vote at least 20% or more of the securities haying voting power for the election of directors (or Persons performing similar functions) of such Person and (ii) in the case of a specified Person who is an individual, any Member of the Immediate Family of such Person.

(b)“Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information, which, if disclosed by the Company or its Affiliates would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) the Products, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and special needs of the customers of the Company and its Affiliates and (v) the people and organizations with whom the Company and its Affiliates have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. Notwithstanding

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the foregoing, Confidential Information does not include any information that is or becomes generally known to the public through no wrongful act of you or any representative of yours.

(c)“Members of the Immediate Family” means, with respect to any individual, each spouse or child or other descendants of such individual, each trust, limited liability company or limited partnership created solely for the benefit of one or more of the aforementioned Persons and/or then spouses and each custodian or guardian of any property of one or more of the aforementioned Persons in his capacity as such custodian or guardian.

(d)“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or any of its Affiliates.

(e)“Products” means all products planned, researched, developed, marketed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during your association with the Company.

7.Conflicting Agreements.  You hereby represent and warrant that your signing of this Agreement and the performance of your obligations under it will not breach or be in conflict with any other agreement to which you are a party or are bound and that you are not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of your obligations under this Agreement. You agree that you will not disclose to or use on behalf of the Company or any of its Affiliates any proprietary information of a third party without that party’s consent.

8.Independent Contractor.

(a)You expressly understand and agree that you are an independent contractor in the performance of each and every part of this Agreement and that nothing contained in this Agreement is intended, or shall be construed, to constitute you as the employee, agent, partner or joint venturer of the Company or its Affiliates or as constituting the exercise by the Company or any of its Affiliates of control or direction over the manner or method by which you perform the services which are the subject of this Agreement.

(b)Other than with respect to serving as a member of the Board, you shall have no right, power or authority in any way to bind the Company or any of its Affiliates to the fulfillment of any condition, contract or obligation or to create any liability binding on the Company or any of its Affiliates. The Company and its Affiliates are not responsible for any expenses or liabilities incurred by you, other than business expenses as set forth in Section 2(a) of this Agreement.

(c)As an independent contractor, you shall be solely responsible for all incidents of employment, including without limitation workers compensation insurance, unemployment insurance, withholding and payment of all federal and state income taxes and social security and Medicare taxes and other legally-required payments on sums received from the Company.

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(d)You acknowledge that the Company does not maintain any comprehensive general liability, workers compensation or other insurance on behalf of you and that it is your sole responsibility to obtain and keep in force such insurance as you determine appropriate. You assume all risk in connection with the adequacy of any and all such insurance which you elect to obtain. As a director, you will be covered by the Company’s D&O insurance.

9.Assignment.  Neither you nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without your consent to one of its Affiliates or to any Person with whom the Company shall hereafter affect a reorganization, consolidate with, or merge into or to whom it transfers all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon you and the Company, and each of our respective successors, executors, administrators, heirs and permitted assigns.

10.Severability.  If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

11.Miscellaneous.  This Agreement sets forth the entire agreement between you and the Company and replaces all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of your provision of services to the Company. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by you and an expressly authorized representative of the Board. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This Agreement, the rights of the parties and all claims, actions, causes of action, suits, litigation, controversies, hearings, charges, complaints or proceedings arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

12.Notices.  Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, with respect to notices delivered personally, or upon confirmed receipt when delivered by facsimile or deposited with a reputable, nationally recognized overnight courier service and addressed or faxed to you at your last known address on the books of the Company or, in the case of the Company, at its principal place of business, attention Marshall Dahneke, with copies to Gridiron Capital, LLC, 220 Elm St., New Canaan, CT 06840, Fax: (203) 801-0602 Attn: Thomas A. Burger, Jr. and to Ropes & Gray LLP, 800 Boylston Street, Boston, MA 02199, Fax: (617) 235-0566 Attn: Christopher D. Comeau, or to such other address as either party may specify by notice to the other actually received.

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13.Attorney’s Fees.  In the event of any legal or equitable action or any other process to resolve any dispute over the interpretation or enforcement of this Agreement, the prevailing party shall be awarded its reasonably attorney’s fees and expenses.

14.Corporate Opportunities.  You agree that, notwithstanding any waiver by the Company of the doctrine of corporate opportunity or of any interest or expectancy of the Company and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to you, with respect to the Company and its subsidiaries, you will fully abide by and act in accordance with the doctrine of corporate opportunity applicable under Delaware corporate law to directors of Delaware corporations during any period of time during which you serve as a director of the Company.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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If the foregoing is acceptable to you, please sign this letter in the space provided and return it to me. This letter will take effect as a binding agreement between you and the Company as of the date first set forth above and on the basis set forth above.

	Sincerely yours
	PHW Holdings, Inc.
	/s/ Thomas A. Burger, Jr.
	Name: Thomas A. Burger, Jr.
	Title: President, Secretary, Treasurer
/s/ Steve Knox
Steve Knox

[SIGNATURE PAGE TO BOARD ASSOCIATION AGREEMENT]

EX-10.13

Exhibit 10.13

September 1, 2015

Dear Mr. Celano:

This letter will confirm our agreement with you (“Celano” or “you”), with respect to your service as a member of the Board of Directors (the “Board”) of PHW Holdings, Inc. and certain of its affiliated entities (the “Company”), under the terms and conditions that follow.

1.Board Service.

(a)As of September 1, 2015 (the “Effective Date”), you were appointed to the Board of the Company.

(b)Subject to earlier termination, as provided in Section 4 hereof, the term of our agreement shall commence on the Effective Date and shall continue so long as you are a member of the Board.  The term of this Agreement, as from time to time extended, is referred to hereafter as “the term of this Agreement,” “the term,” or “the term hereof.”

(c)In connection with your appointment to the Company’s Board, you agree to attend regular meetings of the Company’s Board, as may be scheduled or called by the Board or the Company (“Board Meetings”).  In addition, we expect that, in your capacity as a member of the Company’s Board, you will spend time on projects that you and we may identify from time to time, provided that with respect to any such projects that are expected to require a significant amount of your time, you and we will agree to an additional consulting arrangement as described in Section 2(a) below.

2.Payment.

(a)Board of Directors Fees.  The Company will pay you an annual cash retainer of $16,000 per fiscal year for serving as a member of the Company’s Board and an annual cash retainer of $10,000 per fiscal year for serving as chairman of the audit committee of the Company’s Board; provided that in the event the Board adopts a non-employee director compensation policy (“Director Compensation Policy”) in connection with an underwritten public offering of its common stock, the terms of such Director Compensation Policy shall supersede the terms of compensation in the prior clause.  In addition, the Company will pay you or reimburse you for all reasonable business expenses incurred or paid by you in connection with your service as a member of the Board, subject to any maximum annual limit and other restrictions on such fees or expenses set by the Company, to such reasonable substantiation and

documentation as the Company may specify from time to time and to the provisions of any Director Compensation Policy.

(b)Equity Purchase; Stock Option Grant; Restricted Stock Grant.  The Company and you intend that you shall be granted the option to purchase up to $50,000 of common stock of the Company at a price equal to the initial public offering price of the Company’s common stock pursuant to a management subscription agreement in the form provided to you.  This ability to purchase common stock shall expire sixty (60) days from the date that the Company’s common stock is first traded on a nationally recognized exchange. Additionally, you shall be awarded restricted stock units covering a number of shares of common stock with a value of $50,000 based on the initial public offering price of the Company’s common stock.  The equity award will be subject to customary terms (including performance and/or time vesting, as applicable) as set forth in the restricted stock unit agreement, a copy of which will be provided to you prior to the grant of such equity award.  Without limiting the generality of the foregoing, the equity award will be subject to the terms of the Company’s equity incentive plan under which the equity award is made.  As a condition to the purchase of the equity and the grant of the equity award described herein, you will be required to become a party to the Company’s stockholders agreement, a copy of which will be provided to you prior to such purchase and grant.

(c)No Eligibility for Employee Benefits.  You understand that you are an independent contractor and, as such, neither you nor any dependent or other individual claiming through you will be eligible to participate in, or receive benefits under, any of the employee benefit plans, programs and arrangements maintained by the Company other than as a spouse or family member of another individual entitled to participate in, or receive benefits under, any such plans.

3.Confidential Information and Restricted Activities.

(a)Confidential Information.  You acknowledge that the Company and its Affiliates continually develop Confidential Information, that you may develop Confidential Information for the Company or its Affiliates and that you may learn of Confidential Information during the course of your association with the Company and/or its Affiliates.  You will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any Person or use, other than as required by applicable law, regulation or process or for the proper performance of your duties and responsibilities to the Company and its Affiliates, any Confidential Information obtained by you incident to your association with the Company and its Affiliates.  You understand that this restriction shall continue to apply after your association with the Company and its Affiliates terminates, regardless of the reason for such termination.

All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company and/or its Affiliates and any copies, in whole or in part, thereof, (the “Documents”), whether or not prepared by you, are the sole and exclusive property of the Company and its Affiliates.  You shall safeguard all Documents and shall surrender to the Company at the time your association with the Company terminates, or at such

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earlier time or times as the Board or its designee may specify, all Documents then in your possession or control.

(b)Restricted Activities.  You agree that some restrictions on your activities during and after your association with the Company are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its subsidiaries:

During the Non-Competition Period (as defined below), you shall not engage directly or indirectly (including by ownership, management, operation or participation in an entity engaging) in Competition other than on behalf of the Company or any of its subsidiaries; provided, however, that no owner of less than 5% of the outstanding stock of any publicly-traded corporation will be deemed to be so engaged solely by reason thereof.  “Competition” means the development, manufacture, marketing, sale, distribution or reconditioning of any Products which (i) the Company or any subsidiary develops, manufactures, markets, sells, distributes or reconditions during or as of the date of termination of your association with the Company or (ii) the Company or any subsidiary has active and established plans to develop, manufacture, market, sell, distribute or recondition during or as of the date of termination of your association with the Company and actually develops, manufactures, markets, sells, distributes or reconditions within one year following the date of termination of your association with the Company.

You further agree that during the Non-Competition Period, you will not hire or attempt to hire any employee of the Company or any of its subsidiaries, assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its subsidiaries, or solicit or encourage any customer or vendor of the Company or any of its subsidiaries to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

The term “Non-Competition Period” means the period of time during which you are associated with the Company and the one year following the date you are removed or resign from the Board.

(c)Enforcement of Covenants.  You acknowledge that you have carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon you pursuant to this Section.  You agree that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area.  You further acknowledge that, were you to breach any of the covenants contained in this Section 3, the damage to the Company would be irreparable.  You therefore agree that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by you of any of said covenants, without having to post bond.  You further agree that, in the event that any provision of this Section 3 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

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4.Termination.  Notwithstanding the provisions of Section 1(b) of this Agreement, the Company may terminate this Agreement during the term at any time upon notice to you, you may terminate this Agreement during the term at any time upon notice to the Company, and this Agreement shall automatically terminate in the event of (i) your removal or resignation from the Board or (ii) your death during the term hereof.

5.Matters Related to Termination.

(a)In the event of termination of this Agreement for any reason, including without limitation expiration of the term hereof, the Company will pay you any amounts earned but not paid through the date of termination, and the Company shall have no obligation to you for any other payments following termination of this Agreement.

(b)Provisions of this Agreement shall survive any termination if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation your obligations under Section 3 of this Agreement.  Upon termination by either you or the Company or expiration of the term hereof, all rights, duties and obligations of you and the Company to each other shall cease, except as otherwise expressly

6.Definitions.  For purposes of this Agreement, the following definitions apply:

(a)“Affiliates” means, with respect to any specified Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to either (A) direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise or (B) vote at least 20% or more of the securities having voting power for the election of directors (or Persons performing similar functions) of such Person and (ii) in the case of a specified Person who is an individual, any Member of the Immediate Family of such Person.

(b)“Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information, which, if disclosed by the Company or its Affiliates would assist in competition against them.  Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) the Products, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and special needs of the customers of the Company and its Affiliates and (v) the people and organizations with whom the Company and its Affiliates have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.  Notwithstanding the foregoing, Confidential Information does not include any information that is or becomes

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generally known to the public through no wrongful act of you or any representative of yours.  Also, Confidential Information does not include any information that you learned from a third-party who was not bound by a confidentiality agreement or other legal duty regarding the Confidential Information and had the right to disclose it, information which you can demonstrate was already in your possession prior to disclosure to you by the Company, or information you independently create on your own without use of or reference to any Confidential Information.

(c)“Members of the Immediate Family” means, with respect to any individual, each spouse or child or other descendants of such individual, each trust, limited liability company or limited partnership created solely for the benefit of one or more of the aforementioned Persons and/or their spouses and each custodian or guardian of any property of one or more of the aforementioned Persons in his capacity as such custodian or guardian.

(d)“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or any of its Affiliates.

(e)“Products” means all products planned, researched, developed, marketed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during your association with the Company.

7.Conflicting Agreements.  You hereby represent and warrant that your signing of this Agreement and the performance of your obligations under it will not breach or be in conflict with any other agreement to which you are a party or are bound and that you are not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of your obligations under this Agreement.  You agree that you will not disclose to or use on behalf of the Company or any of its Affiliates any proprietary information of a third party without that party’s consent.

8.Independent Contractor.

(a)You expressly understand and agree that you are an independent contractor in the performance of each and every part of this Agreement and that nothing contained in this Agreement is intended, or shall be construed, to constitute you as the employee, agent, partner or joint venturer of the Company or its Affiliates or as constituting the exercise by the Company or any of its Affiliates of control or direction over the manner or method by which you perform the services which are the subject of this Agreement.

(b)Other than with respect to serving as a member of the Board, you shall have no right, power or authority in any way to bind the Company or any of its Affiliates to the fulfillment of any condition, contract or obligation or to create any liability binding on the Company or any of its Affiliates.  The Company and its Affiliates are not responsible for any expenses or liabilities incurred by you, other than business expenses as set forth in Section 2(a) of this Agreement.

(c)As an independent contractor, you shall be solely responsible for all incidents of employment, including without limitation workers compensation insurance,

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unemployment insurance, withholding and payment of all federal and state income taxes and social security and Medicare taxes and other legally-required payments on sums received from the Company.

(d)You acknowledge that the Company does not maintain any comprehensive general liability, workers compensation or other insurance on behalf of you and that it is your sole responsibility to obtain and keep in force such insurance as you determine appropriate.  You assume all risk in connection with the adequacy of any and all such insurance which you elect to obtain. As a director, you will be covered by the Company’s D&O insurance.

9.Assignment.  Neither you nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without your consent to one of its Affiliates or to any Person with whom the Company shall hereafter affect a reorganization, consolidate with, or merge into or to whom it transfers all or substantially all of its properties or assets.  This Agreement shall inure to the benefit of and be binding upon you and the Company, and each of our respective successors, executors, administrators, heirs and permitted assigns.

10.Severability.  If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

11.Miscellaneous.  This Agreement sets forth the entire agreement between you and the Company and replaces all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of your provision of services to the Company.  This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by you and an expressly authorized representative of the Board.  The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement.  This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.  This Agreement, the rights of the parties and all claims, actions, causes of action, suits, litigation, controversies, hearings, charges, complaints or proceedings arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

12.Notices.  Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, with respect to notices delivered personally, or upon confirmed receipt when delivered by facsimile or deposited with a reputable, nationally recognized overnight courier service and addressed or faxed to you at your last known address on the books of the Company or, in the case of the Company, at its principal place of business, attention Marshall Dahneke, with copies

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to Gridiron Capital, LLC, 220 Elm St., New Canaan, CT 06840, Fax: (203) 801-0602 Attn- Thomas A. Burger, Jr. and to Ropes & Gray LLP, 800 Boylston Street, Boston, MA 02199, Fax: (617) 235-0566 Attn: Christopher D. Comeau, or to such other address as either party may specify by notice to the other actually received.

13.Attorney’s Fees.  In the event of any legal or equitable action or any other process to resolve any dispute over the interpretation or enforcement of this Agreement, the prevailing party shall be awarded its reasonably attorney’s fees and expenses.

14.Corporate Opportunities.  You agree that, notwithstanding any waiver by the Company of the doctrine of corporate opportunity or of any interest or expectancy of the Company and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to you, with respect to the Company and its subsidiaries, you will fully abide by and act in accordance with the doctrine of corporate opportunity applicable under Delaware corporate law to directors of Delaware corporations during any period of time during which you serve as a director of the Company.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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If the foregoing is acceptable to you, please sign this letter in the space provided and return it to me.  This letter will take effect as a binding agreement between you and the Company as of the date first set forth above and on the basis set forth above.

Sincerely yours,

PHW Holdings, Inc.

/s/ Marshall Dahneke

Name: Marshall Dahneke

Title: Chief Executive Officer

/s/ Michael Celano

Michael Celano

[Signature Page to Board Association Agreement]

EX-10.14

Exhibit 10.14

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made and entered into as of [·], 20[·] by and among Performance Health Holdings Corp., a Delaware corporation (the “Company”), and [Name of Director] (“Indemnitee”).

WHEREAS, in light of the litigation costs and risks to directors resulting from their service to companies, and the desire of the Company to attract and retain qualified individuals to serve as directors, it is reasonable, prudent and necessary for the Company to indemnify and advance expenses on behalf of the Company’s directors and to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern regarding such risks;

WHEREAS, the Company has requested that Indemnitee serve or continue to serve as a director of the Company and may have requested or may in the future request that Indemnitee serve one or more Performance Health Entities (as hereinafter defined) as a director or an officer or in other capacities;

WHEREAS, one of the conditions that Indemnitee requires in order to serve as a director of the Company is that Indemnitee be so indemnified; and

WHEREAS, Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by a Secondary Indemnitor (as hereinafter defined) and/or any insurer providing insurance coverage under any policy purchased or maintained by such Secondary Indemnitor, which Indemnitee, the Company and the Secondary Indemnitor intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement of and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve as a director the Company.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1.Services by Indemnitee.  Indemnitee agrees to serve as a director of the Company.  Indemnitee may at any time and for any reason resign from such position.

2.Indemnification — General.  On the terms and subject to the conditions of this Agreement, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all claims, losses, damages, liabilities, judgments, fines, penalties, costs, amounts paid in settlement (including all interest, assessments, and other charges paid or payable in connection with or in respect of such claims, losses damages, liabilities, judgments, fines, penalties, costs, and amounts paid in settlement), Expenses (as hereinafter defined) and other amounts that Indemnitee actually incurs and that result from, arise in connection with or are by reason of Indemnitee’s Corporate Status (as hereinafter defined) and shall timely advance Expenses to Indemnitee on an as-incurred basis (as provided in Section 8 of this Agreement).  The obligations of the Company shall continue after such time as Indemnitee ceases to serve as a director of the Company or any other change in Indemnitee’s Corporate Status and include, without limitation, claims for monetary damages against Indemnitee in respect of any actual or alleged liability or other loss of Indemnitee, to the

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fullest extent permitted under applicable law (including, if applicable, Section 145 of the Delaware General Corporation Law) as in existence on the date hereof and as amended from time to time.

3.Proceedings Other Than Proceedings by or in the Right of the Company.  Without limiting the general obligations of the Company set forth in Section 2, if in connection with or by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company to procure a judgment in its favor, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all claims, losses, damages, liabilities, judgments, fines, penalties, costs, amounts paid in settlement (including all interest, assessments, and other charges paid or payable in connection with or in respect of such claims, losses, damages, liabilities, judgments, fines, penalties, costs, and amounts paid in settlement), Expenses, and other amounts actually incurred by Indemnitee or on behalf of Indemnitee resulting from, arising in connection with, or otherwise by reason of such Proceeding or any claim, issue or matter therein.

4.Proceedings by or in the Right of the Company.  Without limiting the general obligations of the Company set forth in Section 2, if in connection with or by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in the Company’s favor, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses actually incurred by Indemnitee or on behalf of Indemnitee resulting from, arising in connection with, or otherwise by reason of such Proceeding or any claim, issue or matter therein.

5.Mandatory Indemnification in Case of Successful Defense.  Without limiting the general obligations of the Company set forth in Section 2, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein (including, without limitation, any Proceeding brought by or in the right of the Company), the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses actually incurred by Indemnitee or on behalf of Indemnitee in connection therewith.  If Indemnitee is not wholly successful in defense of such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee against all Expenses actually incurred by Indemnitee or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter.  For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, on substantive or procedural grounds, or settlement of any such claim prior to a final non-appealable judicial determination by a court of competent jurisdiction with respect to such Proceeding (or subsequent to such final non-appealable judicial determination, but prior to payment of any amounts in satisfaction thereof), shall be deemed to be a successful result as to such claim, issue or matter; provided, however, that any settlement of any claim, issue or matter in such a Proceeding shall not be deemed to be a successful result as to such claim, issue or matter if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be

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unreasonably withheld, delayed or conditioned.  Nothing contained in this Section 5 shall negate, limit, or diminish any of Indemnitee’s rights under applicable law (including, without limitation Section 145(a) and/or Section 145(b) of the Delaware General Corporation Law), or any other provision of this Agreement (including, without limitation, Section 2, Section 3, and/or Section 4 above), in the event that Indemnitee is not successful in defense of any Proceeding to which Indemnitee is a party (or a participant in) by reason of Indemnitee’s Corporate Status.

6.Partial Indemnification.  Without limiting the general obligations of the Company set forth in Section 2, if Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion of the claims, losses, damages, liabilities, judgments, fines, penalties, costs, amounts paid in settlement (including all interest, assessments, and other charges paid or payable in connection with or in respect of such claims, losses, damages, liabilities, judgments, fines, penalties, costs, and amounts paid in settlement), Expenses and other amounts actually incurred by Indemnitee or on behalf of Indemnitee resulting from, arising in connection with, or otherwise by reason of a Proceeding or any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee to the fullest extent to which Indemnitee is entitled to such indemnification.

7.Indemnification for Additional Expenses Incurred to Secure Recovery or as Witness.  Without limiting the general obligations of the Company set forth in Section 2:

(a)The Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, any and all Expenses and, if requested by Indemnitee, shall timely advance on an as-incurred basis (as provided in Section 8 of this Agreement) such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action or proceeding or part thereof brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement, any other agreement, the Certificate of Incorporation or By-laws of the Company as now or hereafter in effect, or pursuant to indemnification agreements in effect as of the date hereof; or (ii) recovery under any director and officer liability insurance policies maintained by any Performance Health Entity.

(b)To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness (or is forced or asked to respond to discovery requests) in any Proceeding to (regardless of whether Indemnitee is or is not a party thereto), the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, and the Company will timely advance on an as-incurred basis (as provided in Section 8 of this Agreement), all Expenses actually incurred by Indemnitee or on behalf of Indemnitee in connection therewith.

8.Advancement of Expenses.  The Company shall, to the fullest extent permitted by law, pay on a current and as-incurred basis all Expenses incurred by Indemnitee resulting from, arising in connection with, or otherwise by reason of any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status.  Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an

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Adverse Determination (as hereinafter defined) has been or may be made.  Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall continue until such time (if any) as there is a final non-appealable judicial determination that Indemnitee is not entitled to indemnification.  Indemnitee shall repay such amounts advanced if and to the extent that it shall ultimately be determined in a decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company for such Expenses.  Such repayment obligation shall be unsecured and shall not bear interest.  The Company shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment.  Indemnitee shall, in all events, be entitled to advancement of Expenses, without regard to Indemnitee’s ultimate entitlement to indemnification, until the final non-appealable judicial determination of the Proceeding.

9.Indemnification Procedures.

(a)Notice of Proceeding.  Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder.  Any failure by Indemnitee to notify the Company will not relieve the Company of its advancement or indemnification obligations under this Agreement unless, and only to the extent that a judicial determination establishes that such omission to notify resulted in actual and material prejudice to the Company, which prejudice cannot be reversed or otherwise eliminated without any material negative effect on the Company, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement.  If, at the time of receipt of any such notice, the Company has a director and officer liability insurance policy in effect, the Company will promptly notify the relevant insurer in accordance with the procedures and requirements of such policy.

(b)Defense; Settlement.  Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee.  The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which, in the reasonable opinion of independent counsel, could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies and/or makes no admission of any wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the

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payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies and/or makes no admission of any wrongdoing in connection with such matters.

(c)Request for Advancement; Request for Indemnification.

(i)To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee, and, only to the extent required by applicable law which cannot be waived, an unsecured written undertaking to repay amounts advanced.  The Company shall make advance payment of Expenses to Indemnitee no later than ten (10) business days after receipt of the written request for advancement (and each subsequent request for advancement) by Indemnitee.  If, at the time of receipt of any such written request for advancement of Expenses, the Company has a director and officer insurance policy in effect, the Company will promptly notify the relevant insurer in accordance with the procedures and requirements of such policy.  The Company shall thereafter keep such insurer informed of the status of the Proceeding or other claim (with assistance from the Indemnitee as reasonably required) and take all other actions, necessary to secure coverage of Indemnitee for such claim.

(ii)To obtain indemnification under this Agreement, at any time before or after submission of a request for advancement pursuant to Section 9(c)(i) of this Agreement, Indemnitee may submit a written request for indemnification hereunder, the time at which Indemnitee submits a written request for indemnification to be determined by the Indemnitee in the Indemnitee’s sole discretion.  Notwithstanding the foregoing, in the absence of written notice to the contrary from Indemnitee, a request for advancement pursuant to Section 9(c)(i) shall be deemed a written request for indemnification under this Agreement.  Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a Determination (as hereinafter defined) shall thereafter be made, as provided in and only to the extent required by Section 9(d) of this Agreement.  In no event shall a Determination be made, or required to be made, as a condition to any advancement of Expenses pursuant to Section 8 and Section 9(c)(i) of this Agreement.  If, at the time of receipt of any such request for indemnification, the Company has a director and officer insurance policy in effect, the Company will promptly notify the relevant insurer and take all other actions necessary to secure coverage of Indemnitee for such claim in accordance with the procedures and requirements of such policies.

(d)Determination.  The Company agrees that Indemnitee shall be indemnified to the fullest extent permitted by law and this Agreement, to the extent not inconsistent with law, and that no Determination shall be required in connection with such indemnification unless specifically required by applicable law which cannot be waived.  In no event shall a Determination be required in connection with indemnification for Expenses pursuant to Section 7 of this Agreement or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise.  Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee,

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and any such Determination, shall be made within twenty (20) days after receipt of Indemnitee’s written request for indemnification pursuant to Section 9(c)(ii) and such Determination shall be made either (i) by the Disinterested Directors (as hereinafter defined), even though less than a quorum, so long as Indemnitee does not request that such Determination be made by Independent Counsel (as hereinafter defined), or (ii) if so requested by Indemnitee, in Indemnitee’s sole discretion, by Independent Counsel in a written opinion to the Company and Indemnitee.  If a Determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such Determination.  Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such Determination.  Any Expenses incurred by Indemnitee in so cooperating with the Disinterested Directors or Independent Counsel, as the case may be, making such determination shall be advanced and borne by the Company (irrespective of the Determination as to Indemnitee’s entitlement to indemnification).  If the person, persons or entity empowered or selected under this Section 9(d) to determine whether Indemnitee is entitled to indemnification shall not have made a determination within twenty (20) days after receipt by the Company of the request therefor, the requisite Determination as to entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such twenty (20) day period may be extended for a reasonable time, not to exceed an additional twenty (20) days, if the person, persons or entity making the Determination as to entitlement to indemnification in good faith reasonably requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that this sentence of this Section 9(d) shall not apply if the Determination as to entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(e).

(e)Independent Counsel.  In the event Indemnitee requests that the Determination be made by Independent Counsel pursuant to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e).  The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the Board of Directors shall make such selection on behalf of the Company, subject to the remaining provisions of this Section 9(e)), and Indemnitee or the Company, as the case may be, shall give written notice to the other, advising the Company or Indemnitee of the identity of the Independent Counsel so selected.  The Company or Indemnitee, as the case may be, may, within five (5) days after such written notice of selection shall have been received, deliver to Indemnitee or the Company, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 15 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the law firm, or a member of a law firm so selected shall act as Independent Counsel.  If a written objection is so made and substantiated, the Independent Counsel so selected may not

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serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit.  If, within ten (10) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(c)(ii) of this Agreement and after a request for the appointment of Independent Counsel has been made, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm, or member of a law firm selected by the court or by such other person as the court shall designate, and the law firm, or member of a law firm with respect to whom all objections are so resolved or the law firm, or member of a law firm so appointed shall act as Independent Counsel under Section 9(d) of this Agreement.  Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).  Any expenses incurred by or in connection with the appointment of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.

(f)Consequences of Determination; Remedies of Indemnitee.  The Company shall be bound by and shall have no right to challenge a Favorable Determination.  If an Adverse Determination is made, or if for any other reason the Company does not make timely indemnification payments or advances of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge such Adverse Determination and/or to require the Company to make such payments or advances (and the Company shall have the right to defend its position in such Proceeding and to appeal any adverse judgment in such Proceeding).  Indemnitee shall be entitled to be indemnified for all Expenses incurred in connection with such a Proceeding and to have such Expenses timely advanced by the Company in accordance with Section 8 of this Agreement.  If Indemnitee fails to challenge an Adverse Determination within twenty (20) business days, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final judgment of a court of competent jurisdiction from which no appeal can be taken, then, to the extent and only to the extent required by such Adverse Determination or final non-appealable judgment, the Company shall not be obligated to indemnify Indemnitee under this Agreement.

(g)Presumptions; Burden and Standard of Proof.  The parties intend and agree that, to the extent permitted by law, in connection with any Determination with respect to Indemnitee’s entitlement to indemnification hereunder by any person, including a court:

(i)it will be presumed that Indemnitee is entitled to indemnification under this Agreement (notwithstanding any Adverse Determination), and the Company or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption;

(ii)the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which

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Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful;

(iii)Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the Company, or on the advice of legal counsel or other consultants and/or advisors (including tax advisors, financial advisors, and accountants) for the Company or on information or records given in reports made to the Company by an independent certified public accountant or by an appraiser or other expert or advisor selected by the Company; and

(iv)the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder.

The provisions of this Section 9(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

10.Remedies of Indemnitee.

(a)In the event that (i) an Adverse Determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 and Section 9(c)(i) of this Agreement, (iii) no Determination as to entitlement to indemnification shall have been made pursuant to Section 9(d) of this Agreement within twenty (20) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6 or 7  of this Agreement within ten (10) business days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) business days after a determination has been made that Indemnitee is entitled to indemnification or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses.  Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association (or JAMS in New York, if requested by the Indemnitee).  The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration, and any expenses incurred by or in connection with Indemnitee seeking such adjudication or award in arbitration shall be borne by the Company and not by Indemnitee.

(b)In the event that a Determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial

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proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, in which (i) Indemnitee shall not be prejudiced by reason of that adverse determination, and (ii) the Company shall bear the burden of establishing that Indemnitee is not entitled to indemnification.

(c)If a Determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (ii) a prohibition of such indemnification under applicable law.

(d)The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

11.Insurance; Subrogation; Other Rights of Recovery, etc.

(a)The Company shall use all reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of “A” or better, providing Indemnitee with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability.  Such insurance policies shall have coverage terms and policy limits no less favorable to Indemnitee than the insurance coverage provided to any other person having Corporate Status.   The Company shall continue to provide such insurance coverage to Indemnitee for a period of at least seven (7) years after Indemnitee ceases to serve as a director or in any other Corporate Status.

(b)In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee against any other Performance Health Entity, and Indemnitee hereby agrees, as a condition to obtaining any advancement or indemnification from the Company, to assign the Company all of Indemnitee’s rights to obtain from such other Performance Health Entity such amounts to the extent that they have been paid by the Company to or for the benefit of Indemnitee as advancement or indemnification under this Agreement and are adequate to indemnify Indemnitee with respect to the costs, Expenses or other items to the full extent that Indemnitee is entitled to indemnification or other payment hereunder; and Indemnitee will (upon request by the Company) execute all papers required and use reasonable best efforts to take all action reasonably necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit or enforce such rights.

(c)The Company hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise (and to cause each of the other Performance Health Entities not to exercise), any rights that the Company may now have

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or hereafter acquire against any Secondary Indemnitor, insurer of such Secondary Indemnitor or Indemnitee that arise from or relate to the existence, payment, performance or enforcement of the Company’s obligations under this Agreement or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with any person or entity, including, without limitation, any right of subrogation (whether pursuant to contract or common law), reimbursement, exoneration, contribution or indemnification, or to be held harmless, and any right to participate in any claim or remedy of Indemnitee against any Secondary Indemnitor or Indemnitee, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Secondary Indemnitor, insurer of such Secondary Indemnitor or Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.

(d)The Company shall not be liable to pay or advance to Indemnitee any amounts otherwise indemnifiable under this Agreement or under any other indemnification agreement if, and to the extent that, Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise; provided, however, that (i) the Company hereby agrees that it is the indemnitor of first resort under this Agreement and under any other indemnification agreement (i.e., its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to Indemnitee are primary and any obligation of any Secondary Indemnitor and/or any obligation of any insurer providing insurance coverage under any policy purchased or maintained by such Secondary Indemnitor to provide advancement or indemnification for the same Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee are secondary), (ii) the Company shall be required to advance the full amount of Expenses incurred by any such Indemnitee and shall be liable for the full amount of all liability and loss suffered by such Indemnitee (including, but not limited to, Expenses, judgments, fines and amounts paid in settlement actually incurred by such Indemnitee in connection with such Proceeding), without regard to any rights any such Indemnitee may have against any Secondary Indemnitor or against any insurance carrier providing insurance coverage to Indemnitee under any insurance policy issued to a Secondary Indemnitor, and (iii) if any Secondary Indemnitor (or any affiliate thereof other than a Performance Health Entity) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with Indemnitee, then (x) such Secondary Indemnitor (or such affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (y) the Company shall fully indemnify, reimburse and hold harmless such Secondary Indemnitor (or such other affiliate) for all such payments actually made by such Secondary Indemnitor (or such other affiliate).

(e)The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of or relating to Indemnitee’s service at the request of the Company as a person having Corporate Status with respect to any Performance Health Entity shall be reduced by any amount Indemnitee has actually received as payment of indemnification or advancement of Expenses from such other Performance Health Entity, except to the extent that such indemnification payments and advance payment of Expenses when taken together with any such

10

amount actually received from other Performance Health Entities or under director and officer insurance policies maintained by one or more Performance Health Entities are inadequate to fully pay all costs, Expenses or other items to the full extent that Indemnitee is otherwise entitled to indemnification or other payment hereunder.

(f)Except as provided in Sections 11(c), 11(d) and 11(e) of this Agreement, the rights to indemnification and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time, whenever conferred or arising, be entitled under applicable law and/or equity, under the Performance Health Entities’ Certificates of Incorporation or By-Laws, or under any other contract and/or agreement, vote of stockholders or resolution of directors of any Performance Health Entity, or otherwise.  Indemnitee’s rights under this Agreement are present contractual rights that fully vest upon Indemnitee’s first service as a director of the Company.  The Parties hereby agree that Sections 11(c), 11(d) and 11(e) of this Agreement shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with any Performance Health Entity.

(g)No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal.  To the extent that a change in the General Corporation Law of the State of Delaware (or other applicable law), whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Performance Health Entities’ Certificates of Incorporation or By-Laws (or other organizational documents, as applicable) and this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

12.Employment Rights; Successors; Third Party Beneficiaries.

(a)This Agreement shall not be deemed an employment contract between the Company and Indemnitee. This Agreement shall continue in force as provided above after Indemnitee has ceased to serve as a director of the Company or pursuant to any other Corporate Status.

(b)This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators.  If the Company or any of its successors or assigns shall (i) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made requiring the successors and assigns of the Company to assume, expressly, all of the obligations set forth in this Agreement.

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(c)Any Secondary Indemnitor is an express third party beneficiary of this Agreement, is entitled to rely upon this Agreement, and may specifically enforce the Company’s obligations hereunder (including but not limited to the obligations specified in Section 11 of this Agreement) as though a party hereunder.

13.Severability.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

14.Exception to Right of Indemnification or Advancement of Expenses.  Notwithstanding any other provision of this Agreement and except as provided in Section 7(a) of this Agreement or as may otherwise be agreed by the Company, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee (other than (i) a Proceeding by Indemnitee by way of defense or counterclaim or other similar portion of a Proceeding or (ii) to enforce any other rights of Indemnitee to indemnification, advancement or contribution from the Company under this Agreement, or under any other contract, by-laws or charter or under statute or other law, including any rights under Section 145 of the Delaware General Corporation Law), unless the bringing of such Proceeding or making of such claim shall have been approved by the board of directors or similar governing body of the Company.

15.Definitions.  For purposes of this Agreement:

(a)“Board of Directors” means the board of directors of the Company.

(b)“By-laws” means, in each case, the bylaws, limited liability company operating agreement or similar governing document of the relevant entity as amended from time to time.

(c)“Certificate of Incorporation” means, in each case, certificate of incorporation, articles of incorporation, certificate of formation or similar constituting document as amended from time to time.

(d)“Corporate Status” describes the status of a person by reason of such person’s past, present or future service as a director, officer, employee, fiduciary, trustee, representative, partner, or agent of the Company (including, without limitation, one who serves at the request of the Company as a director, officer, employee, fiduciary, trustee, representative, partner, or agent of any other Performance Health Entity).

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(e)“Determination” means a determination that either (i) there is a reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a/the particular standard(s) of conduct (a “Favorable Determination”) or (ii) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a/the particular standard(s) of conduct (an “Adverse Determination”).  An Adverse Determination shall include the decision that a Determination was required in connection with indemnification and the decision as to the applicable standard of conduct.

(f)“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee and does not otherwise have an interest materially adverse to any interest of the Indemnitee.

(g)“Expenses” shall mean all direct and indirect costs, fees and expenses of any type or nature whatsoever and shall specifically include, without limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees and costs, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness, in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding, including, but not limited to, the premium for appeal bonds, attachment bonds or similar bonds and all interest, assessments, and other charges paid or payable in connection with or in respect of any such Expenses, and shall also specifically include, without limitation, all reasonable attorneys’ fees and all other expenses incurred by or on behalf of Indemnitee in connection with preparing and submitting any requests or statements for indemnification, advancement, contribution or any other right provided by this Agreement.  Expenses, however, shall not include amounts of judgments or fines against Indemnitee.

(h)“Independent Counsel” means, at any time, any law firm, or a member of a law firm, that (a) is experienced in matters of corporation law and (b) is not, at such time, or has not been in the five years prior to such time, retained to represent: (i) any Performance Health Entity or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnities under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any law firm, or member of a law firm who, under the applicable standards of professional conduct then prevailing, would have an actual or potential conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.  The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto and to be jointly and severally liable therefor.

(i)“Performance Health Entity” means the Company, any of its direct or indirect subsidiaries and any other corporation, partnership, limited liability company, joint

13

venture, trust, employee benefit plan or other enterprise with respect to which Indemnitee serves as a director, officer, employee, partner, representative, fiduciary, trustee or agent, or in any similar capacity, at the request of the Company.

(j)“Proceeding” includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation (formal or informal), inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, whether brought by or in the right of any Performance Health Entity or otherwise and whether civil, criminal, administrative or investigative in nature, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as director, officer, employee, fiduciary, trustee or agent of any Performance Health Entity (in each case whether or not Indemnitee is acting or serving in any such capacity or has such status at the time any liability or expense is incurred for which indemnification or advancement of Expenses can be provided under this Agreement).  If Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.

(k)“Secondary Indemnitor” means any individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity or organization, other than a Performance Health Entity, which has provided indemnification or insurance to Indemnitee that Indemnitee, the Company and the Secondary Indemnitor intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided in the Agreement.

16.Construction.  Whenever required by the context, as used in this Agreement the singular number shall include the plural, the plural shall include the singular, and all words herein in any gender shall be deemed to include (as appropriate) the masculine, feminine and neuter genders.

17.Reliance.  The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director of the Company and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director of the Company.

18.Modification and Waiver.  No supplement, modification or amendment of this Agreement shall be binding unless executed in a writing identified as such by all of the parties hereto.  Except as otherwise expressly provided herein, the rights of a party hereunder (including the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party, and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

19.Notice Mechanics.  All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication

14

shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

(a)If to Indemnitee to:

[to be provided by Indemnitee]

with a copy to:

[to be provided by Indemnitee]

(b)If to the Company, to:

c/o Performance Health Holdings Corp.

1245 Home Avenue

Akron, OH 44310
Attn:  Marshall Dahneke

with a copy to:

Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, MA  02199-3600
Attn:  Christopher D. Comeau, Esq.

or to such other address as may have been furnished (in the manner prescribed above) as follows:  (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee to the Company and (b) in the case of a change in address for notices to either Performance Health Company, furnished by the Company to Indemnitee.

20.Contribution.  To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for actually incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

21.Governing Law; Submission to Jurisdiction; Appointment of Agent for Service of Process.  This Agreement and the legal relations among the parties shall, to the fullest extent permitted by law, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.  The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in

15

connection with this Agreement shall be brought only in the Court of Chancery of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or otherwise inconvenient forum.

22.Headings.  The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

23.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

The Company:	PERFORMANCE HEALTH HOLDINGS CORP.
	By:
	Name:
	Title:
Indemnitee:
	Name:

[Signature Page to Indemnification Agreement]

EX-10.15

Exhibit 10.15

PERFORMANCE HEALTH HOLDINGS CORP.

CASH INCENTIVE PLAN

This Cash Incentive Plan (the “Plan”) has been established to advance the interests of Performance Health Holdings Corp. (the “Company”) by providing for the grant of Cash Incentive Awards (as defined below) to eligible employees of the Company and its subsidiaries, including Cash Incentive Awards intended to qualify for the performance-based compensation exemption (“Exempt Cash Incentive Awards”) under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 162(m) of the Code, together with the regulations thereunder, “Section 162(m)”), to the extent applicable.

I. ADMINISTRATION

The Plan will be administered by the Committee and its delegates (the Committee and its delegates, to the extent of such delegation, are referred to herein as the “Administrator”); provided, that all determinations and other actions of the Administrator required by the performance-based compensation provisions of Section 162(m) to be made or taken by a “compensation committee” (as defined in Section 162(m)) will be made or taken hereunder directly by the Committee, and all references to the Administrator herein are to be construed accordingly.  For purposes of the Plan, “Committee” means the Compensation Committee of the Board of Directors of the Company, except that, with respect to any Exempt Cash Awards, if any member of the Compensation Committee is not an “outside director” (as defined in Section 162(m)), “Committee” means a subcommittee of the Compensation Committee consisting solely of those Compensation Committee members who are “outside directors” as so defined.

The Administrator has the authority to interpret the Plan and Cash Incentive Awards, to determine eligibility for Cash Incentive Awards, to determine the terms of and the conditions applicable to any Cash Incentive Award, and generally to do all things necessary to administer the Plan.  Any interpretation or decision by the Administrator with respect to the Plan or any Cash Incentive Award will be final and conclusive as to all parties.

II. ELIGIBILITY; PARTICIPANTS

Executive officers and other key employees of the Company and its subsidiaries shall be eligible to participate in the Plan.  The Administrator will select, from among those eligible, the persons who will from time to time participate in the Plan (each, a “Participant”).  Participation with respect to one Cash Incentive Award under the Plan will not entitle an individual to participate with respect to a subsequent Cash Incentive Award or Cash Incentive Awards, if any.

III. GRANT OF AWARDS

The term “Cash Incentive Award” as used in the Plan means an award opportunity that is payable in cash and is granted to a Participant with respect to a specified performance period (consisting of the Company’s fiscal year or such other period as the Administrator may determine, each a “Performance Period”).  A Participant who is granted a Cash Incentive Award will be entitled to a payment, if any, under the Cash Incentive Award only if all conditions to

payment have been satisfied in accordance with the Plan and the terms of the Cash Incentive Award.  By accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) a Cash Incentive Award, the Participant agrees (or will be deemed to have agreed) to the terms of the Cash Incentive Award and the Plan.  For each Cash Incentive Award, the Administrator shall establish the following:

(a) the Performance Criteria (as defined in Section IV below) applicable to the Cash Incentive Award;

(b) the amount or amounts that will be payable (subject to adjustment in accordance with Section V) if the Performance Criteria are achieved.  For the avoidance of doubt and without limiting the generality of the foregoing, the Administrator may grant a Participant an interest in a pool to which specified amounts will be allocated if certain Performance Criteria are achieved at specified levels; and

(c) such other terms and conditions as the Administrator deems appropriate, subject in each case to the terms of the Plan.

For Exempt Cash Incentive Awards, (i) such terms shall be established by the Committee not later than (A) the ninetieth (90th) day after the beginning of the Performance Period, in the case of a Performance Period of 360 days or longer, or (B) the end of the period constituting the first quarter of the Performance Period, in the case of a Performance Period of less than 360 days, and (ii) once the Committee has established the terms of such Cash Incentive Award in accordance with the foregoing, it shall not thereafter adjust such terms, except to reduce payments, if any, under the Cash Incentive Award in accordance with Section V or as otherwise permitted in accordance with the requirements of Section 162(m).

IV. PERFORMANCE CRITERIA

As used in the Plan, “Performance Criteria” means specified criteria, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the vesting, payment or full enjoyment of a Cash Incentive Award.  A Performance Criterion and any targets with respect thereto determined by the Administrator need not be based upon an increase, a positive or improved result or avoidance of loss, may consist of individual and/or Company-related goals and may be applied to a Participant or Participants on an individual basis or with respect to a business unit or division or the Company as a whole.  For Exempt Cash Incentive Awards, a Performance Criterion will mean an objectively determinable measure or objectively determinable measures of performance relating to any or any combination of the following (measured either absolutely or comparatively (including, without limitation, by reference to an index or indices or a specified peer group) and determined either on a  gross, net or consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof and subject to such adjustments, if any, as the Committee specifies, consistent with the requirements of Section 162(m)):  sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, amortization or equity expense, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, invested capital, capital, capital employed or assets; one or more operating ratios; profit or operating income, including on an after tax basis; borrowing levels, leverage ratios or credit rating; margins; market share; capital expenditures; economic value added; cash flow, free cash flow or free cash flow conversion;

2

stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings.  To the extent consistent with the requirements of Section 162(m), the Committee may establish, by the deadline that otherwise applies to the establishment of the terms of an Exempt Cash Incentive Award, that, in the case of any such Exempt Cash Incentive Award, one or more of the Performance Criteria applicable to such Cash Incentive Award will be adjusted in an objectively determinable manner to reflect events (for example, the impact of charges for restructurings, discontinued operations, mergers, acquisitions, and other unusual or infrequently occurring items, and the cumulative effects of tax or accounting changes, each as defined by U.S. generally accepted accounting principles) occurring during the Performance Period that affect the applicable Performance Criterion or Criteria.  With respect to Cash Incentive Awards other than Exempt Cash Incentive Awards, the Administrator may provide that such Cash Incentive Award, and any related Performance Criterion or Criteria, will be adjusted in any manner prescribed by the Administrator in its sole discretion.

V. CERTIFICATION OF PERFORMANCE; AMOUNT PAYABLE UNDER AWARDS

As soon as practicable after the close of a Performance Period, the Administrator will determine whether and to what extent, if at all, the Performance Criterion or Criteria applicable to each Cash Incentive Award granted for the Performance Period have been satisfied and, in the case of Exempt Cash Incentive Awards, will take such steps as it determines to be sufficient to satisfy the certification requirement under Section 162(m) as to such performance results.  The Administrator shall then determine the actual payment, if any, under each Cash Incentive Award.  No amount may be paid under any Exempt Cash Incentive Award unless such certification requirement has been satisfied as set forth above, except as provided by the Administrator consistent with the requirements of Section 162(m).  The Administrator may, in its sole and absolute discretion and with or without specifying its reasons for doing so, after determining the amount that would otherwise be payable under any Cash Incentive Award for a Performance Period, reduce (including to zero) the actual payment, if any, to be made under such Cash Incentive Award or, in the case of Cash Incentive Awards other than Exempt Cash Incentive Awards, otherwise adjust or increase the amount payable under such Cash Incentive Award.  The Administrator may exercise the discretion described in the immediately preceding sentence either in individual cases or in ways that affect more than one Participant.  The actual payment under an Exempt Cash Incentive Award may be less than (but in no event more than) the amount indicated by the certified level of achievement under such Cash Incentive Award.  The actual payment under a Cash Incentive Award other than an Exempt Cash Incentive Award may be more or less than the amount indicated by the level of achievement under the Cash Incentive Award.  In each case, the Administrator’s discretionary determination, which may affect different Cash Incentive Awards differently, will be binding on all parties.

VI. PAYMENT UNDER AWARDS

Except as otherwise determined by the Administrator or as otherwise provided in this Section VI, all payments under the Plan will be made, if at all, not later than March 15th of the

3

calendar year following the calendar year in which the Performance Period ends; provided, that the Administrator may authorize elective deferrals of any Cash Incentive Award payments in accordance with the deferral rules of Section 409A of the Code and the regulations thereunder (“Section 409A”).  Unless the Administrator determines otherwise, a Cash Incentive Award payment will be made only if a Participant has remained employed with the Company and its subsidiaries through the date of payment.  Any deferrals with respect to an Exempt Cash Incentive Award will be subject to adjustment for notional interest or other notional earnings (if any) on a basis, determined by the Administrator, that is consistent with qualification of the Cash Incentive Award as exempt performance-based compensation under Section 162(m).  Cash Incentive Awards under the Plan are intended either to qualify for exemption from, or to comply with the requirements of, Section 409A.

VII. PAYMENT LIMITS

The maximum amount payable to any person in any fiscal year of the Company under Exempt Cash Incentive Awards will be $2,000,000, which limitation, with respect to any such Cash Incentive Awards for which payment is deferred in accordance with Section VI above, shall be applied without regard to such deferral.

VIII. TAX WITHHOLDING; LIMITATION ON LIABILITY

All payments under the Plan will be subject to reduction for applicable tax and other legally or contractually required withholdings.

Neither the Company nor any affiliate, nor the Administrator, nor any person acting on behalf of the Company, any affiliate, or the Administrator, will be liable for any adverse tax or other consequences to any Participant or to the estate or beneficiary of any Participant or to any other holder of a Cash Incentive Award that may arise or otherwise be asserted with respect to a Cash Incentive Award, including, but not limited to, by reason of the application of Section X below or any acceleration of income or any additional tax (including any interest and penalties) asserted by reason of the failure of a Cash Incentive Award to satisfy the requirements of Section 409A or by reason of Section 4999 of the Code.

IX. AMENDMENT AND TERMINATION

The Committee may amend the Plan at any time and from time to time; provided, however, that, with respect to Exempt Cash Incentive Awards, no amendment for which Section 162(m) would require shareholder approval in order to preserve the eligibility of such Cash Incentive Awards as exempt performance-based compensation shall be effective unless approved by the shareholders of the Company in a manner consistent with the requirements of Section 162(m).  The Committee may at any time terminate the Plan.

X. MISCELLANEOUS

Cash Incentive Awards held by a Participant are subject to forfeiture, termination and rescission, and a Participant will be obligated to return to the Company payments received with respect to Cash Incentive Awards, in each case, to the extent provided by the Administrator in connection with (i) a breach by the Participant of a Cash Incentive Award agreement or the Plan,

4

or any non-competition, non-solicitation, confidentiality or similar covenant or agreement with the Company or any of its affiliates or (ii) an overpayment to the Participant of incentive compensation due to inaccurate financial data.  Without limiting the generality of the foregoing, the Administrator may recover Cash Incentive Awards and payments under any Cash Incentive Award in accordance with any applicable Company clawback or recoupment policy, as such policy may be amended and in effect from time to time, or as otherwise required by applicable law or applicable stock exchange listing standards, including, without limitation, Section 10D of the Securities Exchange Act of 1934, as amended.  Each Participant, by accepting a Cash Incentive Award pursuant to the Plan, agrees to return the full amount required under this Section X at such time and in such manner as the Administrator shall determine in its sole discretion, consistent with applicable law.

No person shall have any claim or right to be granted a Cash Incentive Award, nor shall the selection for participation in the Plan for any Performance Period be construed as giving a Participant the right to be retained in the employ or service of the Company or its affiliates for that Performance Period or for any other period.  The loss of a Cash Incentive Award will not constitute an element of damages in the event of termination of employment for any reason, even if the termination is in violation of an obligation of the Company or any affiliate to the Participant.

In the case of any Exempt Cash Incentive Award, the Plan and such Cash Incentive Award will be construed and administered to the maximum extent permitted by law in a manner consistent with qualifying the Cash Incentive Award for the exemption for performance-based compensation under Section 162(m), notwithstanding anything to the contrary in the Plan.  Cash Incentive Awards will not be required to comply with the provisions of the Plan applicable to Exempt Cash Incentive Awards (including, without limitation, the composition of the Committee as set forth in Section I above) if and to the extent they are eligible (as determined by the Committee) for exemption from such limitations by reason of the transition relief set forth in Treas. Reg. § 1.162-27(f).

The Plan shall be effective upon adoption of the Plan by the Board of Directors of the Company (the “Effective Date”) and shall supersede and replace the Company’s annual cash bonus program with respect to Cash Incentive Awards granted to eligible executive officers and employees for fiscal years beginning after the Effective Date.

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EX-10.16

Exhibit 10.16

AMENDED AND RESTATED CREDIT AGREEMENT
dated as of February 27, 2015

Among

THE HYGENIC CORPORATION
as a Borrower,

THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO,

THE LENDERS PARTY HERETO,
as Lenders,

NXT CAPITAL, LLC,

as Syndication Agent and a Co-Lead Arranger,

MADISON CAPITAL FUNDING LLC,
as Documentation Agent and a Co-Lead Arranger

and

GCI CAPITAL MARKETS LLC,
as Administrative Agent, a Co-Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

			Page
Section 1.	Definitions; Interpretation		1
1.1.	Definitions		1
1.2.	Interpretation		19
1.3.	Addition of Borrowers		19
Section 2.	Credit Facilities		19
2.1.	Commitments		19
	2.1.1.	Revolving Loan Commitments	19
	2.1.2.	Term Loan Commitments	20
	2.1.3.	Request for Increase of Revolving Loan Commitments/Term Loans	20
	2.1.4.	Inter-Lender Assignments	22
2.2.	Loan Procedures		22
	2.2.1.	Loan Types	22
	2.2.2.	Borrowing	23
	2.2.3.	Conversion; Continuation	23
2.3.	Letters of Credit		24
	2.3.1.	Issuance	24
	2.3.2.	Revolving Loans Automatic; Participations	24
	2.3.3.	Cash Collateral	25
	2.3.4.	Request for Issuance of Letters of Credit	26
	2.3.5.	Obligations Absolute	26
	2.3.6.	Nature of Duties	27
	2.3.7.	Drawings and Reimbursements; Funding of Participations	27
	2.3.8.	Defaulting Lenders	28
2.4.	Commitments Several		28
2.5.	Certain Conditions		28
2.6.	Loan Accounting		28
	2.6.1.	Recordkeeping	28
	2.6.2.	Notes	28
2.7.	Interest		29
	2.7.1.	Interest Rates	29
	2.7.2.	Interest Payment Dates	29
	2.7.3.	Setting and Notice of LIBOR Rates	29
	2.7.4.	Computation of Interest	29
2.8.	Fees		30
	2.8.1.	Commitment Fee	30
	2.8.2.	Letter of Credit Fees	30
	2.8.3.	Agent Fees and Initial Lender Fees	30
	2.8.4.	Call Premium	30

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2.9.	Commitment Reduction		31
	2.9.1.	Voluntary Reduction or Termination of Revolving Loan Commitment	31
	2.9.2.	No Mandatory Reduction of Revolving Loan Commitment	31
	2.9.3.	All Reductions of Revolving Loan Commitment	31
2.10.	Prepayment		31
	2.10.1.	Voluntary Prepayment	31
	2.10.2.	Mandatory Prepayment	32
	2.10.3.	All Prepayments	32
2.11.	Repayment		33
	2.11.1.	Revolving Loans	33
	2.11.2.	Term Loan	33
2.12.	Payment		33
	2.12.1.	Making and Settlement of Payments	33
	2.12.2.	Application of Payments and Proceeds	34
	2.12.3.	Payment Dates	35
	2.12.4.	Set-off	35
	2.12.5.	Proration of Payments	36
2.13.	Joinder and Joint and Several Liability		36
	2.13.1.	Joint and Several	36
	2.13.2.	Waivers by Borrowers	36
	2.13.3.	Benefit of Joint and Several Obligations	37
	2.13.4.	Subordination of Subrogation, Etc.	37
	2.13.5.	Election of Remedies	37
	2.13.6.	Limitation	37
	2.13.7.	Contribution with Respect to Guaranty Obligations	38
	2.13.8.	Liability Cumulative	38
2.14.	Appointment of Hygenic as Administrative Borrower		38
2.15.	Effect of Amendment and Restatement		39
Section 3.	Yield Protection		39
3.1.	Taxes		39
3.2.	Increased Cost		41
3.3.	Inadequate or Unfair Basis		42
3.4.	Change in Law		42
3.5.	Funding Losses		43
3.6.	Manner of Funding; Alternate Funding Offices		43
3.7.	Mitigation of Circumstances; Replacement of Lenders		43
3.8.	Conclusiveness of Statements; Survival		44
Section 4.	Conditions Precedent		44
4.1.	Credit Extension		44
	4.1.1.	Capitalization	44
	4.1.2.	Initial Loans	44
	4.1.3.	Prior Debt	44

ii

	4.1.4.	Related Transactions	45
	4.1.5.	Fees	45
	4.1.6.	Delivery of Loan Documents	45
	4.1.7.	Certain Financial Tests	46
4.2.	All Credit Extensions		46
Section 5.	Representations and Warranties		47
5.1.	Organization		47
5.2.	Authorization; No Conflict		47
5.3.	Validity; Binding Nature		47
5.4.	Financial Condition		47
5.5.	No Material Adverse Change		48
5.6.	Litigation		48
5.7.	Ownership of Properties; Liens		48
5.8.	Capitalization		48
5.9.	Pension Plans		48
5.10.	Investment Company Act		49
5.11.	No Default		49
5.12.	Margin Stock		49
5.13.	Taxes		49
5.14.	Solvency		49
5.15.	Environmental Matters		50
5.16.	Insurance		50
5.17.	Information		50
5.18.	Intellectual Property		51
5.19.	[Reserved]		51
5.20.	Labor Matters		51
5.21.	Related Agreements		51
Section 6.	Affirmative Covenants		52
6.1.	Information		52
	6.1.1.	Annual Report	52
	6.1.2.	Interim Reports	52
	6.1.3.	Compliance Certificate	52
	6.1.4.	Reports to SEC and Shareholders	53
	6.1.5.	Notice of Default; Litigation; ERISA Matters	53
	6.1.6.	[Reserved]	54
	6.1.7.	Management Report	54
	6.1.8.	Projections	54

iii

	6.1.9.	Second Lien Notices	54
	6.1.10.	Updated Schedules to Guarantee and Collateral Agreement	54
	6.1.11.	Other Information	54
6.2.	Books; Records; Inspections		54
6.3.	Maintenance of Property; Insurance		55
6.4.	Compliance with Laws; Payment of Taxes and Liabilities		55
6.5.	Maintenance of Existence		56
6.6.	Employee Benefit Plans		56
6.7.	Environmental Matters		56
6.8.	Further Assurances		56
6.9.	Interest Rate Protection		57
6.10.	Post-Closing Undertaking		57
Section 7.	Negative Covenants		57
7.1.	Debt		57
7.2.	Liens		59
7.3.	[Reserved.]		60
7.4.	Restricted Payments		60
7.5.	Mergers; Consolidations; Asset Sales		62
7.6.	Modification of Organizational Documents		62
7.7.	Use of Proceeds		62
7.8.	Transactions with Affiliates		63
7.9.	Inconsistent Agreements		63
7.10.	Business Activities		63
7.11.	Investments		63
7.12.	Restriction of Amendments to Certain Documents		64
7.13.	Fiscal Year		64
7.14.	Financial Covenants		64
	7.14.1.	Senior Debt to EBITDA Ratio	64
	7.14.2.	Total Debt to EBITDA Ratio	65
	7.14.3.	[Reserved.]	66
	7.14.4.	Cure Rights	66
7.15.	Bank Accounts		67
Section 8.	Events of Default; Remedies		67
8.1.	Events of Default		67
	8.1.1.	Non-Payment of Credit	67
	8.1.2.	Default Under Other Debt	67

iv

	8.1.3.	Bankruptcy; Insolvency	68
	8.1.4.	Non-Compliance with Loan Documents	68
	8.1.5.	Representations; Warranties	68
	8.1.6.	Pension Plans	68
	8.1.7.	Judgments	68
	8.1.8.	Invalidity of Collateral Documents	69
	8.1.9.	Invalidity of Intercreditor Provisions	69
	8.1.10.	Change of Control	69
	8.1.11.	Activities of Holdings	69
8.2.	Remedies		69
Section 9.	Agent		70
9.1.	Appointment; Authorization		70
9.2.	Delegation of Duties		70
9.3.	Limited Liability		71
9.4.	Reliance		71
9.5.	Notice of Default		71
9.6.	Credit Decision		72
9.7.	Indemnification		72
9.8.	Agent Individually		72
9.9.	Successor Agent		73
9.10.	Collateral and Guarantee Matters		73
9.11.	Second Lien Obligations and Subordinated Debt		73
9.12.	Actions in Concert		74
9.13.	Documentation Agent, Syndication Agent, Co-Lead Arrangers and Sole Bookrunner		74
9.14.	Secured Hedging Obligations		74
Section 10.	Miscellaneous		74
10.1.	Waiver; Amendments		74
10.2.	Notices		76
10.3.	Computations		76
10.4.	Costs; Expenses		77
10.5.	Indemnification by Borrowers		77
10.6.	Marshaling; Payments Set Aside		78
10.7.	Nonliability of Lenders		78
10.8.	Assignments; Participations		78
	10.8.1.	Assignments	78
	10.8.2.	Participations	80

v

10.9.	Confidentiality	81
10.10.	Captions	81
10.11.	Nature of Remedies	81
10.12.	Counterparts	82
10.13.	Severability	82
10.14.	Entire Agreement	82
10.15.	Successors; Assigns	82
10.16.	Governing Law	82
10.17.	Forum Selection; Consent to Jurisdiction	83
10.18.	Waiver of Jury Trial	83
10.19.	Patriot Act	83

vi

Annexes
Annex I	Commitments and Pro Rata Shares
Annex II	Addresses
Annex III	Conditions Precedent to Permitted Acquisition
Exhibits
Exhibit A	Form of Assignment Agreement
Exhibit B	Form of Compliance Certificate
Exhibit C	Form of Note
Exhibit D	Form of Borrowing Notice
Exhibit E	Form of Conversion/Continuation Notice
Exhibit F	Form of Excess Cash Flow Certificate
Exhibit G	Form of Borrower Joinder Agreement
Schedules
Schedule 4.13	Prior Debt
Schedule 5.6	Litigation
Schedule 5.7	Ownership of Properties; Liens
Schedule 5.8	Capitalization
Schedule 5.16	Insurance
Schedule 5.20	Labor Matters
Schedule 7.1	Existing Debt
Schedule 7.2	Existing Liens
Schedule 7.11	Existing Investments
Schedule 7.15	Bank Accounts

vii

AMENDED AND RESTATED CREDIT AGREEMENT

This Amended and Restated Credit Agreement (as amended, restated or otherwise modified from time to time, this “Agreement”) dated as of February 27, 2015 among The Hygenic Corporation, a Delaware corporation (“Hygenic”; Hygenic, together with such other Persons joined to this Agreement as borrowers in accordance with Section 1.3 hereof, each a “Borrower” and collectively the “Borrowers”), the financial institutions party hereto from time to time (“Lenders”) and GCI Capital Markets LLC (in its individual capacity, “Golub”), as Agent for all Lenders.  This Agreement amends and restates in its entirety the Credit Agreement, dated as of October 11, 2012 (as amended prior to the date hereof, the “Original Credit Agreement”) among Golub (as successor to Madison Capital Funding LLC), as Agent, the Lenders party thereto and Borrowers.  The Original Obligations (as defined below) owing under the Original Credit Agreement shall continue to exist under, and be evidenced by, this Agreement.

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Section 1.Definitions; Interpretation.

1.1.         Definitions.

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

Acceleration Event means the occurrence of any of the following:  (i) an Event of Default under Section 8.1.3; (ii) an Event of Default under Section 8.1.1 and the termination of the Commitments pursuant to Section 8.2; or (iii) any other Event of Default under Section 8.1 and the election by the Required Lenders to declare the Obligations to be due and payable.

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

Account Debtor means any Person who is obligated to any Borrower or any Subsidiary with respect to any Account.

Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

Additional Lender has the meaning set forth in Section 2.1.3.

Adjusted EBITDA means, for any period, the sum of EBITDA for such period plus Pro Forma EBITDA attributable to Permitted Acquisitions consummated after the Closing Date (but only that portion of Pro Forma EBITDA attributable to the portion of such period that occurred prior to the date of consummation of such Permitted Acquisition).

Adjusted Working Capital means the remainder of (a) the consolidated current assets of Holdings, and the Subsidiaries minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of Holdings and the Subsidiaries minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of Holdings and the Subsidiaries included in such consolidated current liabilities.

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Administrative Borrower has the meaning set forth in Section 2.14.

Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any executive officer or director of such Person and (c) with respect to any Lender, any entity administered or managed by such Lender or an Affiliate or investment advisor thereof which is engaged in making, purchasing, holding or otherwise investing in commercial loans.  A Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote 15% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.  Unless expressly stated otherwise herein, neither Agent nor any Lender shall be deemed an Affiliate of any Loan Party.

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

Agent Fee Letter means, that certain letter agreement dated as of the Closing Date by Agent and acknowledged by Administrative Borrower, as amended, restated or otherwise modified from time to time.

Agreement has the meaning set forth in the Preamble.

Applicable Margin means the applicable rate per annum corresponding to the applicable Senior Debt to EBITDA Ratio, all as set forth in the following table:

	Revolving Loans and Term Loans
Senior Debt to EBITDA Ratio	Base Rate		LIBOR Rate
> 4.00:1.00	4.00	%	5.00	%
< 4.00:1.00 and > 3.50:1.00	3.75	%	4.75	%
< 3.50:1.00	3.50	%	4.50	%

The Applicable Margin shall be adjusted quarterly, to the extent applicable, three Business Days after the date financial statements are required to be delivered pursuant to Section 6.1.2(a) (or, in the case of the last Fiscal Quarter of each Fiscal Year, Section 6.1.1) after the end of each related Fiscal Quarter based on the Senior Debt to EBITDA Ratio as of the last day of such Fiscal Quarter.  Notwithstanding the foregoing, (a) until the date that the financial statements for the Fiscal Quarter ending April 30, 2015 are required to be delivered pursuant to Section 6.1.2(a), the Applicable Margin shall be the rates corresponding to the Senior Debt to EBITDA Ratio of > 4.00:1.00 in the foregoing table, (b) if Borrowers fail to deliver the financial statements required by Section 6.1.1 or 6.1.2(a), as applicable, and the related Compliance Certificate required by Section 6.1.3, by the respective date required thereunder after the end of any related Fiscal Quarter, the Applicable Margin shall be the rates corresponding to the Senior Debt to EBITDA Ratio of > 4.00:1.00 in the foregoing table until such financial statements and Compliance Certificate are delivered, and (c) no reduction to the Applicable Margin shall become effective at any time when an Event of Default under Section 8.1.1, Section 8.1.3 or under Section 8.1.4(a) related to a violation of Sections 7.14.1 or 7.14.2 has occurred and is continuing.

If, prior to Payment in Full of the Obligations, as a result of any restatement of or other adjustment to the financial statements of the Loan Parties, Agent reasonably determines that (a) the Senior Debt to EBITDA Ratio as calculated in any Compliance Certificate delivered by Borrowers as of any applicable date was inaccurate and (b) a proper calculation of the Senior Debt to EBITDA Ratio would have resulted in different pricing for any period, then (i) if the proper calculation of the Senior Debt to EBITDA Ratio

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would have resulted in higher pricing for such period, Borrowers shall be obligated to pay to Agent, for the benefit of the applicable Lenders, within five (5) Business Days (so long as no Event of Default has occurred and is continuing, and two (2) Business Days if an Event of Default has occurred and is continuing) following the written demand of the Agent to the Borrowers, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; provided that, (x) any nonpayment of such accrued additional interest shall not constitute a Default or Event of Default (whether retroactively or otherwise), and (y) no such amounts shall be deemed overdue or accrue interest at the default rate provided in Section 2.7.1(b)(i), in each case, until the expiration of such five (5) Business Day period (or two (2) Business Day period, as applicable); and (ii) if the proper calculation of the Senior Debt to EBITDA Ratio would have resulted in lower pricing for such period, neither Agent nor any Lender shall have any obligation to repay any interest or fees to Borrower; provided, that if as a result of any restatement or other event a proper calculation of the Senior Debt to EBITDA Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods.

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

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

Base Rate means, for any day, the greatest of (i) the per annum rate of interest which is identified as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal (or, if such rate ceases to be so published, as quoted from such other generally available and recognizable source as Agent may select), (ii) the sum of the Federal Funds Rate plus 0.5%, (iii) the sum of (a) the applicable LIBOR Rate for such day, provided that for the purposes of this clause, the Interest Period referenced in the definition of LIBOR Rate shall be assumed to be 1 month and the rate for each day in any month shall be the applicable rate as of the first Business Day of such month, and (b) the difference of (1) the then effective Applicable Margin for LIBOR Loans minus (2) the then effective Applicable Margin for Base Rate Loans, and (iv) 2.00% per annum.  Any change in the Base Rate due to a change in such Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in such Prime Rate or the Federal Funds Rate.

Base Rate Loan means any Loan which bears interest at or by reference to the Base Rate.

Borrower and Borrowers has the meaning set forth in the Preamble.

Borrower Joinder Agreement means a Borrower joinder agreement in substantially the form of Exhibit G.

Borrowing Availability means, at the time of determination, an amount equal to the Revolving Loan Commitment.

Borrowing Notice means a notice in substantially the form of Exhibit D.

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Business Day means any day on which commercial banks are open for commercial banking business in New York, New York, and, in the case of a Business Day which relates to a LIBOR Loan, on which dealings are carried on in the London interbank eurodollar market.

Call Premium has the meaning set forth in Section 2.8.4.

Capital Expenditures means all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of Holdings and the Subsidiaries, but excluding (i) expenditures made in connection with the acquisition, replacement, substitution or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored, (b) with cash awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced or (c) with cash proceeds of Dispositions that are reinvested in accordance with this Agreement and (ii) expenditures made to fund the purchase price for assets acquired in a Permitted Acquisition.

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

Cash Collateral Account has the meaning set forth in Section 2.3.3(a).

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

Change of Control means:

(a)           at any time prior to a Qualified IPO, (i) Sponsor and its Investment Affiliates shall collectively cease to, directly or indirectly, (x) own and control at least 51% of the outstanding equity interests of Holdings (after giving effect to the Related Transactions) or (y) possess the right to elect (through contract, ownership of voting securities or otherwise) at all times a majority of the board of directors (or similar governing body) of Holdings and to direct the management policies and decisions of Holdings, (ii) a majority of Holdings’ board of directors (or similar governing body) shall cease to consist of the directors (or similar parties) of Holdings on the Closing Date (after giving effect to the Related Transactions) and other directors (or similar parties) whose nomination for election to Holdings’ board of directors (or similar governing body) is recommended by at least a majority of the foregoing described directors (or similar parties), (iii) Holdings shall cease to directly or indirectly own and control 100% of each class of the outstanding equity interests of each Borrower, (iv) except pursuant to a transaction

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expressly permitted hereunder and except with respect to directors’ qualifying shares (where applicable), any Borrower shall cease to, directly or indirectly, own and control 100% of each class of the outstanding equity interests of each Subsidiary of such Borrower, or (v) a “Change of Control” or other similar event shall occur, as defined in, or under, the Second Lien Documents; and

(b)           at any time after a Qualified IPO, (i) any “person” or “group” (within the meaning of Rules 13d and 13d-5 under the Exchange Act as in effect on the Closing Date), other than Sponsor and its Investment Affiliates, is or becomes the direct or indirect beneficial owner (within the meaning of Rule 13d-5 of the Exchange Act, as in effect on the Closing Date) of more than 35% of the outstanding equity interests of Holdings, (ii) Holdings shall cease to directly or indirectly own and control 100% of each class of the outstanding equity interests of each Borrower, (iii) except pursuant to a transaction expressly permitted hereunder and except with respect to directors’ qualifying shares (where applicable), any Borrower shall cease to, directly or indirectly, own and control 100% of each class of the outstanding equity interests of each Subsidiary of such Borrower, or (iv) a “Change of Control” or other similar event shall occur, as defined in, or under, the Second Lien Documents.

Closing Date means the date on which all conditions precedent set forth in Section 4.1 have been satisfied (or waived in accordance with the terms hereof) and Lenders make the initial Loans or the initial Letter of Credit is issued, as applicable, hereunder.

Closing Date Dividend means dividend payments by Hygenic to Holdings (and contemporaneously by Holdings to its shareholders) on the Closing Date or within one Business Day thereafter in an aggregate amount not to exceed $134,000,000.

Closing Date Term Loan has the meaning set forth in Section 2.1.2.

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

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

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

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

Commitment Fee means the fee payable by Borrowers to Lenders pursuant to Section 2.8.1.

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

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

Computation Period means each period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter, commencing with the period of four consecutive Fiscal Quarters ending on April 30, 2015.

Consolidated Net Income means, with respect to Holdings and the Subsidiaries for any period, the consolidated net income (or loss) of Holdings and the Subsidiaries for such period, excluding (i) consolidated net income of any Person for any period prior to such Person becoming a Subsidiary, (ii) any gains or losses from Dispositions, (iii) any extraordinary gains or extraordinary losses, (iv) any gains or losses from discontinued operations, and (v) any net income of a Person in which a Loan Party has an Investment but is not a Subsidiary (except to extent of amounts received by such Loan Party in respect of such Investment in cash).

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

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

Conversion/Continuation Notice means a notice in substantially the form of Exhibit E.

Cure Notice has the meaning set forth in Section 7.14.4.

Debt of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person as lessee under Capital Leases which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (d) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business), (e) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such Person (with the amount thereof being measured as the fair market value of such property), (f) all obligations, contingent or otherwise, with respect to letters of credit (whether or not drawn), banker’s acceptances and surety bonds issued for the account of such Person (including the Letters of Credit), (g) all Hedging Obligations of such Person, (h) all Contingent Obligations of such Person, (i) all non-compete payment obligations, earn-outs, and similar obligations, (j) all indebtedness of any partnership of which such Person is a general partner (except to the extent the terms of such indebtedness expressly provide that such Person is not liable therefor), and (k) all obligations of such Person under any synthetic lease transaction, where such obligations are considered borrowed money indebtedness for tax purposes but the transaction is classified as an operating lease in accordance with GAAP.

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

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Defaulting Lender means any Lender that (a) for so long as such failure shall exist, has failed to make any Loan or other credit extension or payment that such Lender is required to make pursuant to the terms of this Agreement, or (b) (i) has (or its corporate parent has) admitted in writing that it is insolvent or (ii) has (or its corporate parent has) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment (unless, in the case of any Lender referred to in this clause (b), Borrowers, Agent and Issuing Lender are reasonably satisfied that such Lender intends, and has the financial wherewithal and all approvals required to enable it, to continue to perform its obligations hereunder as a Lender).

Disposition means, as to any asset or right of any Loan Party, (a) any sale, lease, assignment or other transfer (other than to a Borrower or Wholly-Owned Domestic Subsidiary of a Borrower), (b) any loss, destruction or damage thereof or (c) any condemnation, confiscation, requisition, seizure or taking thereof, in each case excluding (i) Dispositions in any Fiscal Year, the Net Cash Proceeds of which do not in the aggregate exceed $1,000,000, (ii) the sale or other transfer of Inventory and equipment in the ordinary course of business, and (iii) dispositions under clauses (i) and (iii) of Section 7.5(b).

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

Domestic Subsidiary means any Subsidiary that is incorporated or organized under the laws of a State within the United States of America or the District of Columbia.

EBITDA means, for any period, Consolidated Net Income for such period plus, to the extent deducted in determining such Consolidated Net Income for such period, (i) Interest Expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) management fees and out-of pocket expenses incurred in connection with the management of Borrowers paid to Sponsor or its Affiliate to the extent permitted under Section 7.4, (v) directors’ fees and actual out-of pocket expenses incurred in connection with attending board of director meetings to the extent permitted under Section 7.4, (vi) transaction fees and expenses incurred in connection with the closing hereunder and the consummation of the Related Transactions on the Closing Date up to an aggregate amount of $7,250,000 during the term of this Agreement, (vii) transaction fees and expenses incurred in connection with Permitted Acquisitions, or a Qualified IPO, consummated after the Closing Date, (viii) transaction fees and expenses incurred in connection with Permitted Acquisitions, or a Qualified IPO, that are not consummated up to an aggregate amount of $1,000,000 during the term of this Agreement, (ix) for periods through October 31, 2015, (I) actual costs per unit in excess of $1.00 / pound (if any) to procure liquid latex and (II) actual costs per unit in excess of $17.00 / kg (if any) to procure  menthol, in an aggregate amount for this clause (ix) not to exceed $500,000 during the term of this Agreement, (x) for periods through April 30, 2015, steady-state adjustments and non-recurring expenses related to cost initiatives for Cramer brands and products, retail steady-state adjustments, and North American retail restructuring expenses, in an aggregate amount for this clause (x) not to exceed $620,000 during the term of this Agreement, and (xi) non-recurring and business optimization expenses that (A) have been approved by Agent in its reasonable discretion and (B) do not exceed for any Computation Period the amount that is equal to five percent (5%) of EBITDA for such Computation Period prior to giving effect to the addback set forth in this clause (xi); provided, that notwithstanding anything to the contrary contained herein, (x) for the period commencing on January 1, 2015 and ending on the Closing Date, EBITDA shall be EBITDA of Holdings and its Subsidiaries for such period, as adjusted in a manner consistent with the adjustments to EBITDA reflected in EBITDA for the months set forth below and (y) for each of the calendar months set forth below, EBITDA shall be deemed to be the amount set forth below opposite such month:

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Calendar Month	EBITDA
January, 2014	$	4,375,000
February, 2014	$	4,596,000
March, 2014	$	5,896,000
April, 2014	$	5,399,000
May, 2014	$	6,009,000
June, 2014	$	3,532,000
July, 2014	$	4,659,000
August, 2014	$	5,598,000
September, 2014	$	6,036,000
October, 2014	$	4,466,000
November, 2014	$	4,572,000
December, 2014	$	4,953,000

ECF Percentage means, for any Fiscal Year, 50% if the Total Debt to EBITDA Ratio equals or exceeds 4.0:1.0 as of the last day of such Fiscal Year; and 25% if the Total Debt to EBITDA Ratio is less than 4.0:1.0 as of the last day of such Fiscal Year.

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

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

Equity Cure Right has the meaning set forth in Section 7.14.4.

Equity Cure Securities has the meaning set forth in Section 7.14.4.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

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

Excess Cash Flow means, for any period, the remainder of (a) the sum of (i) EBITDA for such period, plus (ii) any net decrease in Adjusted Working Capital during such period, minus (b) the sum, without duplication, of (i) scheduled repayments of principal of Term Loans and other Debt of Holdings and the Subsidiaries (in respect of Debt permitted in accordance with Section 7.1) made during such period, plus (ii) cash payments (not financed with the proceeds of Debt other than Revolving Loans) made in such period with respect to Capital Expenditures, plus (iii) all federal, state, local and foreign income taxes paid in cash by Borrowers and the Subsidiaries, or paid in cash by Holdings with the proceeds of the tax distributions by Borrowers permitted under Section 7.4, during such period, net of any federal, state, local or foreign income tax refunds received in cash by Holdings and the Subsidiaries in such period, plus (iv) all Interest Expense in respect of Debt permitted in accordance with Section 7.1 paid in cash by Holdings and the Subsidiaries during such period, plus (v) management fees and expenses incurred in connection with the management of Borrower and paid in cash to Sponsor and its Affiliates during such period to the extent permitted under Section 7.4, plus (vi) directors’ fees and expenses incurred in connection with attending board of director meetings and paid in cash during such period to

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the extent permitted  under Section 7.4, plus (vii) transaction fees and expenses incurred in connection with Permitted Acquisitions, or a Qualified IPO, that are consummated (to the extent not financed with the proceeds of equity issuances, contributions to capital or Debt other than Revolving Loans), plus (viii) transaction fees and expenses incurred in connection with Permitted Acquisitions, or a Qualified IPO, that are not consummated up to an aggregate amount of $1,000,000 during the term of this Agreement (in the case of the foregoing clauses (iii) through (viii), only to the extent such amounts are added back to Consolidated Net Income in the calculation of EBITDA for such period), plus (ix) liquid latex and menthol procurement costs during the period from May 1, 2015 through October 31, 2015 that have been paid in cash and added back to Consolidated Net Income in the calculation of EBITDA for such period, plus (x) non-recurring and business optimization expenses that have been paid in cash and added back to Consolidated Net Income in the calculation of EBITDA for such period, plus (xi) any net increase in Adjusted Working Capital during such period, plus (xii) the amount of Permitted Acquisition payments made during such period and funded with internally generated cash of the Loan Parties or Revolving Loans (and not with the proceeds of Debt (other than Revolving Loans) or equity securities).

Excess Cash Flow Certificate means a certificate substantially in the form of Exhibit F.

Exchange Act means the Securities Exchange Act of 1934.

Excluded Hedging Obligation means, with respect to any Guarantor (as defined in the Guarantee and Collateral Agreement), any Hedging Obligation constituting a Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Hedging Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Loan Party or the grant of such security interest becomes effective with respect to such Hedging Obligation. If any Hedging Obligation constituting a Swap Obligation arises under a master agreement governing more than one such Hedging Obligation, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

Extraordinary Receipt means any cash received by or paid to or for the account of any Loan Party not in the ordinary course of business (and not consisting of proceeds described in any of Section 2.10.2(a)(i) and Section 2.10.2 (a)(ii)) from indemnification payments or purchase price adjustments made in connection any Acquisition or from tax refunds; provided, that Extraordinary Receipt shall exclude (a) working capital adjustments in connection with any Acquisition, (b) any single or related series of amounts received in an aggregate amount less than $1,000,000, and (c) indemnification payments received by any Loan Party pertaining to any Acquisition to the extent that the amounts so received are applied (within 180 days of receipt) for the purpose of remedying the condition giving rise to the claim for indemnification.

FATCA means Sections 1471 through 1474 of the IRC and any regulations or official interpretations thereof (including any Revenue Ruling, Revenue Procedure, Notice or similar guidance issued by the Internal Revenue Service thereunder as a precondition to relief or exemption from Taxes under such provisions).

Federal Funds Rate means, for any day, a rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the rate published by the Federal Reserve Bank of New York on the preceding Business Day or, if no such rate is so published, the average rate per annum, as determined by Agent, quoted for overnight Federal Funds transactions last arranged prior to such day.

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Fee Letters means (i) the Agent Fee Letter and (ii) the Initial Lender Fee Letter.

Financial Covenant Cure Amount has the meaning set forth in Section 7.14.4.

Financial Covenant Default has the meaning set forth in Section 7.14.4.

First Incremental Term Loan has the meaning set forth in Section 2.1.2.

Fiscal Quarter means a fiscal quarter of a Fiscal Year of Holdings and the Subsidiaries (such fiscal quarters of Holdings and the Subsidiaries ending on January 31, April 30, July 31 and October 31 of each Fiscal Year).

Fiscal Year means the fiscal year of Holdings and the Subsidiaries, which period shall be the 12-month period ending on April 30 of each year.

Foreign Subsidiary means any Subsidiary that is not incorporated or organized under the laws of a State within the United States of America or the District of Columbia.

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

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

Golub has the meaning set forth in the Preamble.

Guarantee and Collateral Agreement means the Amended and Restated Guarantee and Collateral Agreement dated as of the Closing Date by each Loan Party signatory thereto in favor of Agent and Lenders, as amended, restated or otherwise modified from time to time.

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

Hedging Obligation means, with respect to any Person, any net liability of such Person under any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices.  The amount of any Person’s obligation in respect of any Hedging Obligation shall be deemed to be the net amount payable by such Person upon the termination thereof.

Holdings means Performance Health & Wellness Holdings, Inc., a Delaware corporation.

Hygenic has the meaning set forth in the Preamble.

Incremental Revolving Commitments has the meaning set forth in Section 2.1.3.

Incremental Amendment has the meaning set forth in Section 2.1.3.

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Incremental Facility Closing Date has the meaning set forth in Section 2.1.3.

Incremental Term Loans has the meaning set forth in Section 2.1.3.

Initial Lender Fee Letter means, that certain letter agreement dated as of the Closing Date by the Lenders party hereto as of the Closing Date and acknowledged by Administrative Borrower, as amended, restated or otherwise modified from time to time.

Interest Expense means for any period the consolidated interest expense of Borrower and the Subsidiaries for such period (including all imputed interest on Capital Leases), net of interest income for such period.

Interest Period means, as to any LIBOR Loan, the period commencing on the date such Loan is borrowed or continued as, or converted into, a LIBOR Loan and ending on the date one, two, three or, six months thereafter, as selected by Administrative Borrower pursuant to Section 2.2.2 or 2.2.3, as the case may be; provided, that:  (a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day; (b) any Interest Period that begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period; (c) Administrative Borrower may not select any Interest Period for a Revolving Loan which would extend beyond the scheduled Termination Date; and (d) Administrative Borrower may not select any Interest Period for a Term Loan if, after giving effect to such selection, the aggregate principal amount of all Term Loans having Interest Periods ending after any date on which an installment of the Term Loans is scheduled to be repaid would exceed the aggregate principal amount of the Term Loans scheduled to be outstanding after giving effect to such repayment.

Interest Settlement Date has the meaning set forth in Section 2.12.1.

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

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

Investment Affiliate means, with respect to Sponsor, any fund or investment vehicle that (a) is organized by Sponsor for the purpose of making equity or debt investments in one or more companies and (b) is controlled by Sponsor.  For purposes of this definition “control” means the power to direct or cause the direction of management and policies of a Person, whether by contract or otherwise.

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

Issuing Lender means a bank or other legally authorized Person designated by Agent (which Person may be Agent or an Affiliate thereof) and reasonably acceptable to Borrowers.

Joinder Amendment has the meaning set forth in Section 1.4.

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L/C Application means an application by Administrative Borrower to Issuing Lender, pursuant to a form approved by Issuing Lender, for the issuance of a Letter of Credit, that is submitted to Issuing Lender at least ten (10) Business Days prior to the requested issuance of such Letter of Credit.

L/C Honor Date has the meaning set forth in Section 2.3.7.

L/C Sublimit has the meaning set forth in Section 2.3.1.

Legal Costs means, with respect to any Person, (a) all reasonable fees and charges of any counsel, accountants, auditors, appraisers, consultants and other professionals to such Person and (b) all court costs and similar legal expenses.

Lenders has the meaning set forth in the Preamble.

Letter of Credit means standby letters of credit issued for the account of a Borrower by any Issuing Lender, and bankers’ acceptances issued by any Borrower, for which Agent and Revolving Lenders have incurred Letter of Credit Obligations.

Letter of Credit Collateralization means any of subclauses (i), (ii) or (iii)  in Section 2.3.3(b).

Letter of Credit Fee means the fee payable by Borrowers to Lenders pursuant to Section 2.8.2.

Letter of Credit Obligations means all outstanding obligations incurred by Agent and Revolving Lenders at the request of Borrowers, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance of a support agreement, reimbursement agreement or guaranty by Agent or Revolving Lenders with respect to any Letter of Credit.  The amount of such Letter of Credit Obligations shall equal the maximum amount which may be payable by Agent or Revolving Lenders thereupon or pursuant thereto.

LIBOR Loan means any Loan which bears interest at a rate determined by reference to the LIBOR Rate.

LIBOR Rate means, with respect to any LIBOR Loan for any Interest Period, the greater of (a) a rate per annum equal to (i) the offered rate for deposits in Dollars for the applicable Interest Period and for the amount of the applicable LIBOR Loan that appears on the Reuters Screen LIBOR01 Page at 11:00 a.m. London time (or, if not so appearing, as published in the “Money Rates” section of The Wall Street Journal or another national publication selected by Agent) two Business Days prior to the first day of such Interest Period, divided by (ii) the sum of one minus the daily average during such Interest Period of the aggregate maximum reserve requirement (expressed as a decimal) then imposed under Regulation D of the FRB for “Eurocurrency Liabilities” (as defined therein), and (b) 1.00% per annum.

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

Limited Voting Lender means, at any relevant time of determination, any Lender, (a) that, together with its respective Affiliates (taken as a whole) owns (whether directly or indirectly), ten percent (10%) or more of the issued and outstanding capital stock and other equity interests of any Borrower (excluding capital stock and other equity interests that a Lender or its Affiliates receives in exchange for

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any of the Obligations or as a result of the exercise of secured party remedies under the Loan Documents); or (b) with respect to which the principal amount of outstanding Loans and unfunded Commitments hereunder then held by such Lender and its Managed Lender Affiliates (taken as a whole) constitute less than sixty-five percent (65%) of the sum of the following amounts then held by such Lender and its Managed Lender Affiliates (taken as a whole): (i) the principal amount of outstanding Loans and unfunded Commitments hereunder, (ii) the principal amount of the Second Lien Obligations, and (iii) the original purchase price (whether funded with cash, contributed equity, rollover equity or otherwise) paid in respect of outstanding equity investments (whether direct or indirect, and regardless of when acquired or obtained) in Borrowers.

Loan Documents means this Agreement, the Notes, the Letters of Credit, the Collateral Documents, the Fee Letters, the Second Lien Intercreditor Agreement and all documents, instruments and agreements delivered in connection with the foregoing, all as amended, restated or otherwise modified from time to time.

Loan Party means Holdings, each Borrower and each Subsidiary.

Loans means Revolving Loans and Term Loans.

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

Managed Lender Affiliate means an Affiliate of a Lender, provided, that any such Affiliate of a Lender shall not be deemed to be a Managed Lender Affiliate if, at any applicable time of determination: (i) the applicable Lender shall have delivered to Agent a letter agreement regarding, among other things, its managerial independence from any Affiliates having interests in the Second Lien Obligations or in the equity of any Borrower, and that is satisfactory to Agent in its sole discretion, (ii) the representations and warranties set forth in such letter agreement are and continue to be true and correct in all material respects, and (iii) such Lender shall have complied, in all material respects, with its obligations under such letter agreement, with respect to the foregoing clauses (ii) and (iii), as reasonably determined by Agent.

Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the operations, assets, business, properties or condition (financial or otherwise) of Loan Parties taken as a whole, (b) a material impairment of the ability of the Loan Parties to perform in any material respect any of their Obligations under the Loan Documents or (c) a material adverse effect upon any substantial portion of the Collateral under the Collateral Documents or upon the legality, validity, binding effect or enforceability against the Loan Parties of any Loan Documents.

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

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

Net Cash Proceeds means:

(a)with respect to any Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance and by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by any Loan Party pursuant to such Disposition net of (i) the reasonable direct costs relating to

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such Disposition (including sales commissions and legal, accounting and investment banking fees, commissions and expenses), (ii) any portion of such proceeds deposited in an escrow account pursuant to the documentation relating to such Disposition (provided that such amounts shall be treated as Net Cash Proceeds upon their release from such escrow account to the applicable Loan Party), (iii) taxes paid or reasonably estimated by the applicable Loan Party to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (iv) amounts required to be applied to the repayment of any Debt secured by a Lien on the asset subject to such Disposition (other than a Lien that is subordinate to the Liens securing the Obligations) and (v) so long as no Event of Default exists (or if an Event of Default exists, only with the prior written consent of Required Lenders) (A) with respect to any Disposition described in clause (a) of the definition thereof, all money actually applied within 180 days, or within 360 days pursuant to a binding agreement executed within 180 days, to replace such assets with assets performing the same or similar functions, and (B) with respect to any Disposition described in clause (b) or (c) of the definition thereof, all money actually applied within 180 days, or within 360 days pursuant to a binding agreement executed within 180 days to repair, replace or reconstruct damaged property or property affected by loss, destruction, damage, condemnation, confiscation, requisition, seizure or taking;

(b)with respect to any sale or issuance of equity or debt securities, the aggregate cash proceeds received by Holdings, any Borrower or any Subsidiary pursuant to such sale or issuance, net of the reasonable direct costs relating to such sale or issuance (including reasonable sales and underwriter’s commission and reasonable legal, accounting and investment banking fees and expenses); and

(c)with respect to any Extraordinary Receipts, the aggregate cash proceeds received by Holdings, any Borrower or any Subsidiary, net of the reasonable direct costs relating thereto.

Note means a promissory note substantially in the form of Exhibit C, as the same may be amended, restated or otherwise modified from time to time.

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

Original Credit Agreement has the meaning set for in the Preamble.

Original Loan Documents has the meaning set forth in Section 2.15.

Original Obligations has the meaning set forth in Section 2.15.

Original Term Loan has the meaning set forth in Section 2.1.2.

Outstanding Original Revolving Loan Balance has the meaning set forth in Section 2.1.1.

Outstanding Term Loan Balance has the meaning set forth in Section 2.1.2.

Paid in Full, Pay in Full or Payment in Full means, with respect to any Obligations, the payment in full in cash of all such Obligations (other than (i) contingent indemnification obligations to the extent

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no claim giving rise thereto has been asserted, (ii) Secured Hedging Obligations that, at the time of determination, are allowed by the Person to whom such Secured Hedging Obligations are owing to remain outstanding or are not required to be repaid or cash collateralized pursuant to the provisions of any document governing such Secured Hedging Obligations, and (iii) the Letters of Credit so long as Agent has received Letter of Credit Collateralization with respect to the Letters of Credit).

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

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

Permitted Acquisition means any Acquisition by (i) a Borrower of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person or (ii) a Borrower of no less than 100% of the capital stock, partnership interests, membership interests or equity of any Person, provided, however that:

(a)each of the conditions precedent set forth in Annex III shall have been satisfied in a manner reasonably satisfactory to Agent and Lenders (or waived in writing by the Required Lenders);

(b)such Acquisition shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equityholders of the Target; and

(c)no Default or Event of Default is in existence or would occur after giving effect to such Acquisition.

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

Prior Debt means the Debt listed on Schedule 4.1.3.

Pro Forma EBITDA means, with respect to any Target acquired in a Permitted Acquisition consummated after the Closing Date, EBITDA for such Target for the most recent twelve (12) month period for which financial statements are made available to Agent at the time of determination thereof, adjusted by extraordinary expenses, increased costs, identifiable and verifiable expense reductions and excess management compensation, if any, in each case calculated by Administrative Borrower and approved by Agent and Required Lenders in their reasonable discretion.

Pro Rata Revolving Share means, with respect to any Lender, the applicable percentage (as adjusted from time to time in accordance with the terms hereof) specified opposite such Lender’s name on Annex I which corresponds to the Revolving Loan Commitment, which percentage shall be with respect to Revolving Outstandings if the Revolving Loan Commitment has terminated.

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Pro Rata Share means, with respect to any Lender, the applicable percentage (as adjusted from time to time in accordance with the terms hereof) obtained by dividing (a) the sum of (i) such Lender’s Pro Rata Revolving Share of the Revolving Loan Commitment (or if the Revolving Loan Commitment has terminated, such Lender’s Pro Rata Revolving Share of the Revolving Outstandings), and (ii) such Lender’s Pro Rata Term Loan Share of the Term Loan Commitment (or if the Term Loan Commitment has terminated, such Lender’s Pro Rata Term Loan Share of the Term Loan), by (b) the Total Loan Commitment.

Pro Rata Term Loan Share means, with respect to any Lender, the applicable percentage (as adjusted from time to time in accordance with the terms hereof) specified opposite such Lender’s name on Annex I which corresponds to the Term Loan Commitment, which percentage shall be with respect to the Term Loan if the Term Loan Commitment has terminated.

Qualified IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common equity interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering) and resulting in Net Cash Proceeds of at least $50,000,000.

Related Agreements means the Second Lien Documents.

Related Transactions means (a) the payment of the Closing Date Dividend, (b) the issuance of the Second Lien Obligations on the Closing Date, (c) the consummation of the other transactions contemplated by the Related Agreements and (d) the payment of fees and expenses in connection therewith.

Repricing Transaction has the meaning set forth in Section 2.8.4.

Required Contribution Date has the meaning set forth in Section 7.14.4.

Required Lenders means Lenders having Pro Rata Shares the aggregate Dollar equivalent amount of which exceeds 50% of the Revolving Loan Commitment (or, if the Revolving Loan Commitments have been terminated, Revolving Outstandings) and outstanding Term Loans, collectively; provided, that if there are two or more Lenders that are not Limited Voting Lenders, then Required Lenders shall include at least two Lenders (Lenders that are Affiliates of one another being considered as one Lender for purposes of this proviso).

Revolving Lender means a Lender holding a portion of the Revolving Loan Commitment.

Revolving Loan Commitment means $15,000,000, as reduced from time to time pursuant to the terms hereof.

Revolving Loans has the meaning set forth in Section 2.1.1.

Revolving Outstandings means, at any time, the sum of (a) the aggregate principal amount of all outstanding Revolving Loans, plus (b) the aggregate principal amount of all Letter of Credit Obligations.

Second Lien Agent has the meaning assigned to such term in the Second Lien Intercreditor Agreement.

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Second Lien Documents has the meaning assigned to such term in the Second Lien Intercreditor Agreement.

Second Lien Lenders has the meaning assigned to such term in the Second Lien Intercreditor Agreement.

Second Lien Obligations has the meaning assigned to such term in the Second Lien Intercreditor Agreement.

Second Lien Intercreditor Agreement means the Intercreditor Agreement dated as of even date herewith by and between the Second Lien Agent, for itself and on behalf of the other Second Lien Lenders, and Agent, on behalf of itself and the other Lenders, and acknowledged and agreed by the Borrowers and the other Loan Parties.

Secured Hedging Obligations means all Hedging Obligations permitted hereunder of which Agent has received written notice and which are owed to any Person that is a Lender or an Affiliate of a Lender.

Securities Act means the Securities Act of 1933.

Senior Debt means all Debt (other than Debt described in clauses (g), (h) or (i) of the definition thereof unless such Debt is reflected on the balance sheet of Holdings as a liability in accordance with GAAP) of Holdings, Borrowers and the Subsidiaries, determined on a consolidated basis, other than the Second Lien Obligations and any Debt that is contractually subordinated to the Obligations (including any Equity Cure Securities comprised of Debt of the type described in Section 7.14.4).

Senior Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (a) Senior Debt as of such day minus the sum of cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent to the extent required by Section 7.15 has been executed and is in effect (excluding from such deduction the portion of such cash and Cash Equivalents that is in excess of $15,000,000) to (b) Adjusted EBITDA for the Computation Period ending on such day.

Settlement Date has the meaning set forth in Section 2.12.1.

Sponsor means Gridiron Capital LLC.

Sponsor Affiliate Lender has the meaning set forth in Section 10.8.1(f).

Stated Amount means, with respect to any Letter of Credit at any date of determination, (a) the maximum aggregate amount available for drawing thereunder under any and all circumstances, plus (b) the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit.

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

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

Target means the Person, or business or substantially all of the assets of a Person, acquired in an Acquisition.

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

Term Loan Commitment means $270,000,000.

Term Loan Maturity Date means October 11, 2020 or such earlier date on which the Commitments terminate pursuant to Section 8.

Term Loans has the meaning set forth in Section 2.1.2.

Termination Date means October 11, 2019 or such earlier date on which the Revolving Loan Commitment terminates pursuant to Section 2.9 or 8.

Testing Dates has the meaning set forth in Section 7.14.4.

Total Debt means all Debt (other than Debt described in clauses (g), (h) and (i) of the definition thereof unless such Debt is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP) of the Loan Parties, determined on a consolidated basis, other than Equity Cure Securities comprised of Debt of the type described in Section 7.14.4.

Total Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (a) Total Debt as of such day minus the sum of cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent to the extent required by Section 7.15 has been executed and is in effect (excluding from such deduction the portion of such cash and Cash Equivalents that is in excess of $15,000,000) to (b) Adjusted EBITDA for the Computation Period ending on such day.

Total Loan Commitment means at any date of determination, the sum of (i) the Revolving Loan Commitment at such date (or if the Revolving Loan Commitment has terminated, the Revolving Outstandings) plus (ii) the outstanding principal balance of the Term Loans at such date.

Unreimbursed Amount has the meaning set forth in Section 2.3.7.

U.S. Lender has the meaning set forth in Section 3.1(a).

Wholly-Owned Domestic Subsidiary means a Wholly-Owned Subsidiary that is a Domestic Subsidiary.

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

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1.2.Interpretation.

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

1.3.Addition of Borrowers.

In the case of a Wholly-Owned Domestic Subsidiary of Holdings formed or acquired pursuant to the consummation of a Permitted Acquisition, by execution of (a) a Borrower Joinder Agreement by a signatory thereof and (b) a joinder to the Guarantee and Collateral Agreement in substantially the form of Annex I thereto by a signatory thereof, and such signatory’s satisfaction of all conditions and completion of all deliveries specified in the Joinder Amendment (if any), the Borrower Joinder Agreement and the joinder to the Guarantee and Collateral Agreement, this Agreement shall be amended so that such signatory shall become for all purposes a party to this Agreement as if an original signatory hereto and shall be admitted as a Borrower hereunder.  This Agreement (as amended by each Joinder Amendment) shall be binding for all purposes upon such signatory Borrower as if such signatory was an original signatory hereto. The Borrower Joinder Agreement shall require, among other things, (x) a supplement to the Schedules provided by the Loan Parties in connection with this Agreement to reflect the new Borrower and (y) the delivery of new Notes, as applicable, reflecting all Borrowers.

Section 2.Credit Facilities.

2.1.Commitments.

On and subject to the terms and conditions of this Agreement, each Lender, severally and for itself alone, agrees as follows:

2.1.1.Revolving Loan Commitments.

Each Lender will make loans to Borrowers on a revolving basis (“Revolving Loans”) from time to time and Borrowers may repay such loans from time to time until the Termination Date in such Lender’s applicable Pro Rata Revolving Share of such aggregate amounts as Administrative Borrower may request from all Lenders; provided, that after giving effect to such Revolving Loans, the Revolving Outstandings will not at any time exceed Borrowing Availability.

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2.1.2.Term Loan Commitments.

Immediately prior to the Closing Date, the term loans advanced under the Original Credit Agreement had an outstanding principal balance of $214,867,500.02 (the “Original Term Loan”).  On the Closing Date and upon effectiveness of this Agreement, the Outstanding Term Loan Balance shall be continued and shall convert automatically, for all purposes of this Agreement, to a portion of the Term Loan hereunder owing to the Lenders as if such portion of the Term Loan had been made by the Lenders to the Borrowers hereunder on the Closing Date ratably in accordance with their respective Pro Rata Term Loan Share.  On the Closing Date, each Lender with a Term Loan Commitment agrees to make an additional term loan advance to Borrowers in the aggregate amount for all such additional term loan advances of $55,132,499.98 (the “Closing Date Term Loan”; the Closing Date Term Loan, when aggregated with the Original Term Loan continued and converted pursuant to the immediately preceding sentence, collectively, the “Term Loans”) such that each Lender’s Pro Rata Term Loan Share of the Term Loan as of the Closing Date equals the corresponding amount for each such Lender indicated on Annex I hereto.  The outstanding principal amount of the Term Loan (after giving effect to all of the actions described in this Section 2.1.2) as of the Closing Date is $270,000,000.  The Commitments of Lenders to make the Closing Date Term Loan shall terminate concurrently with the making of the Closing Date Term Loan on the Closing Date.  Term Loans which are repaid or prepaid by Borrowers, in whole or in part, may not be reborrowed.

2.1.3.Request for Increase of Revolving Loan Commitments/Term Loans.

(a)Borrowers may from time to time after the Closing Date, by notice from Administrative Borrower to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), in connection with the funding of any Permitted Acquisition, Capital Expenditures or earnout payments owing by the Borrowers, or prepayments of Second Lien Obligations permitted under clause (vi) of Section 7.4, request one or more additional tranches of term loans or increases of one or more than existing tranches of Term Loans (the “Incremental Term Loans”) and/or increase the Revolving Loan Commitments (the “Incremental Revolving Commitments”); provided that (i) no more than 5 such increases are made during the term hereof and (ii) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (A) no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made or Incremental Revolving Commitments are implemented (and after giving effect thereto), (B) each tranche of Incremental Term Loans shall be in an aggregate principal amount that is at least $5,000,000, (C) any Incremental Revolving Commitments shall be in an aggregate principal amount that is not less than $1,000,000, (D) the amount of all Incremental Revolving Commitments shall not exceed $3,000,000 in the aggregate and the collective amount of all Incremental Term Loans and Incremental Revolving Commitments occurring after the Closing Date shall not exceed $50,000,000 in the aggregate, (E) the Total Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (x) the maximum Total Debt to EBITDA Ratio permitted under Section 7.14.2 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) less 0.25x and (y) 6.50:1.00, assuming for purposes of the calculations of this clause (E) the full funding of any Incremental Revolving Commitments, and (F) the Senior Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (x) the maximum Senior Debt to EBITDA Ratio permitted under Section 7.14.1 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) less 0.25x and (y) 4.50:1.00, assuming for purposes of the calculation of this clause (F) the full funding of any Incremental Revolving Commitments.  Each tranche of Incremental Term Loans (i) shall rank pari passu in right of payment and of security with any existing Term Loans and (ii) shall not have a maturity date earlier than the Term Loan Maturity Date, shall amortize on the

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same basis as the Term Loans (which shall be equal to 1.00% per annum of the outstanding principal amount thereof payable quarterly commencing after the end of the next full Fiscal Quarter following the applicable Incremental Facility Closing Date) and shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments and provided that any terms not consistent with the existing Term Loans must be reasonably acceptable to Borrowers, Agent and Required Lenders).  Incremental Revolving Commitments (i) shall rank pari passu in right of payment and of security with any existing Revolving Commitments and related Revolving Loans and (ii) shall not have a maturity date earlier than the Termination Date, and shall be treated substantially the same as any existing Revolving Commitments and related Revolving Loans (in each case, including with respect to mandatory and voluntary prepayments and provided that any terms not consistent with the existing Revolving Commitments and related Revolving Loans must be reasonably acceptable to Borrowers, Agent and Required Lenders).  Notwithstanding anything to the contrary herein, it is agreed and understood that (i) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable to the lead arranger with respect to an Incremental Term Loans or its affiliates) applicable to any Incremental Term Loans shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the then outstanding Term Loans unless the interest rate margin (or interest rate floor, or other applicable pricing) with respect to the then outstanding Term Loans is increased by an amount equal to (A) the difference between the all-in yield with respect to the Incremental Term Loans and the all-in yield with respect to the then outstanding Term Loans, minus (B) 0.50% per annum, (ii) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable to the lead arranger with respect to the Incremental Revolving Commitments or its affiliates) applicable to any Incremental Revolving Commitments shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) as then in effect for Revolving Loans unless the interest rate margin (or interest rate floor, or other applicable pricing) as then in effect for Revolving Loans is increased by an amount equal to (A) the difference between the all-in yield with respect to the Incremental Revolving Commitments and the all-in yield as then in effect with respect to the Revolving Loans, minus (B) 0.50% per annum, (iii) the amortization schedule for any Incremental Term Loans shall not have a weighted average life to maturity shorter than the Term Loans and the maturity date for any Incremental Term Loans shall not be earlier than the maturity date for the existing Term Loans and (iv) no issuance of Incremental Term Loans or Incremental Revolving Commitments shall be consummated unless the Debt incurred with respect thereto constitutes “first lien obligations” under the Second Lien Intercreditor Agreement.

(b)Each series of Incremental Term Loans borrowed pursuant to this Section shall be a separate Incremental Term Loan facility.  Each notice from Administrative Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Commitments.  If Administrative Borrower delivers a request for Incremental Term Loans or Incremental Revolving Commitments, each Lender shall have the option, but not any obligation, to participate in such request to the extent of its Pro Rata Revolving Share and/or Pro Rata Term Loan Share thereof (as applicable) by delivering a written notice to the Agent and Administrative Borrower within ten Business Days of such Lender’s receipt of the such request (it being agreed and understood that such Lender shall be deemed to have elected not to participate if it does not respond to such request within ten Business Days of its receipt thereof).  If one or more of the Lenders elect not to participate in the request for Incremental Term Loans or Incremental Revolving Commitments, as applicable, then the Lenders participating in request may, at their option (but without any obligation), elect to participate in such remaining portion of such request (with such remaining portion to be allocated ratably among such participating Lenders based on their respective Pro Rata Revolving Shares and/or Pro

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Rata Term Loan Shares thereof (as applicable) or as otherwise may be agreed by such participating Lenders).  If there is less than full participation by existing Lenders in any request for Incremental Term Loans or Incremental Revolving Commitments after the foregoing procedures are completed, then one or more new Lenders (each an “Additional Lender”) acceptable to Agent and Administrative Borrower, such acceptance not to be unreasonably withheld, may be added as parties to this Agreement pursuant to Assignment Agreements or joinder documentation reasonably acceptable to Agent and Administrative Borrower (as applicable) for purposes of participating in such remaining portion (with allocations among such new Lenders to be determined by Agent in consultation with Administrative Borrower).  Incremental Term Loans and/or Incremental Revolving Commitments shall be effected and each Additional Lender shall become a Lender hereunder pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Administrative Borrower, each Lender agreeing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, if any, each Additional Lender, if any, and the Agent.  The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agent and Administrative Borrower, to effect the provisions of this Section.  In addition, Administrative Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Agent in connection with any such Incremental Amendment (including confirmation that the obligations of the Loan Parties with respect to an Incremental Term Loan and/or Incremental Revolving Commitments are secured by the Collateral and the perfection and priority of the Agent’s Lien in such Collateral is continuing).  The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree.

(c)At the request of the applicable Lender, Borrowers will execute a replacement Note for such Lender reflecting the increased amount of its Revolving Loan Commitment or Term Loans, as applicable.

(d)This Section 2.1.3 shall supersede any provisions in Section 10.1 to the contrary.

2.1.4.Inter-Lender Assignments.

The Lenders agree to make such inter-Lender assignments and wire transfers as may be required on the Closing Date to give effect to the allocation of the Term Loan and Revolving Loan Commitment as indicated on Annex I hereto.

2.2.Loan Procedures.

2.2.1.Loan Types.

Each Loan shall be either a Base Rate Loan or a LIBOR Loan, as Administrative Borrower shall specify in the related notice of borrowing or conversion pursuant to Section 2.2.2 or 2.2.3.  Base Rate Loans and LIBOR Loans may be outstanding at the same time, provided that not more than six different Interest Periods shall exist among outstanding LIBOR Loans at any one time.  All borrowings, conversions and repayments of Revolving Loans shall be effected so that each Lender will have a ratable share (according to its Pro Rata Revolving Share) of all Revolving Loans and all Interest Periods of LIBOR Loans.  Notwithstanding the foregoing or any other provision of this Agreement, Borrower may not select any Interest Period for a LIBOR Loan which is longer than one month prior to the date that is 5 Business Days after the Closing Date.

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2.2.2.Borrowing.

(a)Administrative Borrower shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent of each proposed borrowing of a Revolving Loan not later than (a) in the case of a Base Rate borrowing, 11:30 a.m. New York time on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, 11:30 a.m. New York time at least three Business Days prior to the proposed date of such borrowing.  Each such notice shall be effective upon receipt by Agent, shall be irrevocable, and shall specify, in the form of a Borrowing Notice, the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor.  Promptly upon receipt of such notice, Agent shall advise each Lender with a Revolving Loan Commitment thereof in writing (via facsimile, electronic mail or IntraLinks).  Not later than 1:30 p.m. New York time on the date of a proposed Revolving Loan borrowing, each Lender with a Revolving Loan Commitment shall provide Agent at the office specified by Agent with immediately available funds covering such Lender’s applicable Pro Rata Revolving Share of such borrowing and, so long as Agent has not received written notice that the conditions precedent set forth in Section 4 with respect to such borrowing have not been satisfied, Agent shall pay over the funds received by Agent to Borrowers on the requested borrowing date.  The failure of a Defaulting Lender to fund its Pro Rata Revolving Share of a Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder shall not relieve any other Lender of its obligation to fund its Pro Rata Revolving Share of such Revolving Loan (or, as applicable, its ratable share of such other credit extension or payment), but neither any other Lender nor Agent shall be responsible for the failure of any Defaulting Lender to fund its Pro Rata Revolving Share of any Revolving Loan (or its ratable share of any other credit extension or payment) required hereunder.  Each borrowing shall be on a Business Day.  Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000.

2.2.3.Conversion; Continuation.

(a)Subject to Section 2.2.1, Administrative Borrower may, upon irrevocable written notice to Agent in accordance with clause (b) below, elect (i) as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount of not less than $100,000 or a higher integral multiple of $50,000) into Loans of the other type or (ii) as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $100,000 or a higher integral multiple of $50,000) for a new Interest Period; provided, that any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 3.5.

(b)Administrative Borrower shall give written or telephonic notice (followed immediately by written confirmation thereof) to Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, noon New York time on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, noon New York time at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case in the form of a Conversion/Continuation Notice: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Loans to be converted or continued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor.

(c)If upon the expiration of any Interest Period applicable to LIBOR Loans, Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Loans, Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period.

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(d)Agent will promptly notify each applicable Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by Borrowers, of the details of any automatic conversion.

2.3.Letters of Credit.

2.3.1.Issuance.

Subject to the terms and conditions of this Agreement, the Revolving Loan Commitment may be used, from time to time prior to the Termination Date, upon the request of Administrative Borrower, for the incurrence of Letter of Credit Obligations, by Agent causing, whether through the issuance by Agent or any of its Affiliates of support agreements, reimbursement agreements, guarantees or otherwise, Letters of Credit to be issued (by Issuing Lender) for any Borrower’s or any Subsidiary’s account.  Each Revolving Lender shall, subject to the terms and conditions hereinafter set forth and based upon its Pro Rata Revolving Share, purchase (and be deemed to have purchased) risk participations in all Letters of Credit Obligations incurred with the written consent of Administrative Agent, as more fully described in Section 2.3.2(b)(ii) below.  The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) $2,000,000 (the “L/C Sublimit”) and (ii) the Revolving Loan Commitment less the aggregate outstanding principal balance of the Revolving Loans.  No such Letter of Credit shall be issued in a stated face amount of less than $200,000 (unless consented to otherwise in writing by Agent in its sole discretion) and no such Letter of Credit shall have an expiry date which is more than one year following the date of issuance thereof, and no Revolving Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date which is later than five (5) days prior to the Termination Date.

2.3.2.Revolving Loans Automatic; Participations.

(a)In the event that Agent or any Revolving Lender shall make any payment to an Issuing Lender on or pursuant to any Letter of Credit Obligation, such payment shall then be deemed automatically to constitute a Revolving Loan to Borrowers under Section 2.1.1 regardless of whether a Default or Event of Default shall have occurred and be continuing and notwithstanding the Borrowers’ failure to satisfy the conditions precedent set forth in Section 4, and each Revolving Lender shall be obligated to pay its Pro Rata Share thereof in accordance with this Agreement.  The failure of any Revolving Lender to make available to Agent its Pro Rata Share of any such Revolving Loan or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Revolving Lender of its obligation hereunder to make available Administrative Agent its Pro Rata Share thereof, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender’s Pro Rata Share of any such payment.

(b)If the Issuing Lender is a Revolving Lender or if it shall be illegal or unlawful for Borrowers to incur Revolving Loans as contemplated by Section 2.3.2(a) above because of an Event of Default described in Section 8.1.3 or otherwise or if it shall be illegal or unlawful for any Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed with respect to any Letter of Credit Obligation, then (i) immediately and without further action whatsoever, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such Issuing Lender, as the case may be) an undivided interest and participation equal to such Revolving Lender’s Pro Rata Share (based on the Revolving Loan Commitments) of the Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (ii) thereafter, immediately upon issuance of any Letter of Credit, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from Agent (or such Issuing Lender, as the case may be) an undivided interest and participation in such Revolving Lender’s Pro Rata Share (based on the Revolving Loan Commitments) of

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the Letter of Credit Obligations with respect to such Letter of Credit on the date of such issuance.  Each Revolving Lender shall fund its participation in all payments or disbursements made under the Letters of Credit in the same manner as provided in this Agreement with respect to Revolving Loans.

2.3.3.Cash Collateral.

(a)If Borrowers are required to provide cash collateral for any Letter of Credit Obligations pursuant to this Agreement, Borrowers will pay to Agent, for the benefit of Agent, Issuing Lender and Lenders, cash or Cash Equivalent Investment in an amount equal to one hundred five percent (105%) of the Stated Amount for each applicable Letter of Credit outstanding for the benefit of Borrowers plus expected Letter of Credit Fees to be earned thereon.  Such funds or Cash Equivalent Investment shall be held by Agent in a cash collateral account (the “Cash Collateral Account”) maintained at a bank or financial institution acceptable to Agent (including an account at the Agent if the Agent is a bank or other financial institution capable of maintaining deposits).  The Cash Collateral Account shall be (i) in the name of the Administrative Borrower, and shall be pledged to, and subject to the control of, Agent, for the benefit of Agent, Issuing Lender and Lenders, in a manner satisfactory to Agent or (ii) if elected by Agent in its sole discretion, in the name of and owned by Agent, subject to the exclusive control of Agent, for the benefit of Agent, Issuing Lender and Lenders.  Each Borrower hereby pledges and grants to Agent, on behalf of Agent, Issuing Lender and Lenders, a security interest in all such funds and Cash Equivalent Investments held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all amounts due in respect of the Letter of Credit Obligations and other Obligations, whether or not then due, and this Agreement shall constitute a security agreement under Applicable Law for this purpose.

(b)If any Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Termination Date, Borrowers shall, as required by Agent, either (i) provide cash collateral therefor in the manner described above, (ii) cause all such Letters of Credit and guaranties and other support thereof to be canceled and returned, or (iii) deliver a stand-by letter (or letters) of credit in guaranty of such Letter of Credit Obligations, which stand-by letter (or letters) of credit shall be of like tenor and duration as, and in an amount equal to one hundred five percent (105%) of the aggregate of the maximum amount then available to be drawn under, the Letters of Credit to which such outstanding Letter of Credit Obligations relate plus expected Letter of Credit Fees to be earned thereon and shall be issued by a Person, and shall be subject to such terms and conditions, as are satisfactory to Agent in its sole discretion.

(c)From time to time after funds are deposited in the Cash Collateral Account by Borrowers, whether before or after the Termination Date, Agent may apply such funds or Cash Equivalent Investments then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Lenders with respect to such Letter of Credit Obligations of Borrowers and, upon the satisfaction in full of all Letter of Credit Obligations of Borrowers, to any other Obligations of Borrowers then due and payable in the order set forth in Section 2.12.2.

(d)No Borrower nor any Person claiming on behalf of or through Borrowers shall have any right to withdraw any of the funds or Cash Equivalent Investment held in the Cash Collateral Account, except that upon the termination of all Letter of Credit Obligations and the payment of all amounts payable by Borrowers to Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be applied to other Obligations when due and owing in the order set forth in Section 2.12.2 and, if the Termination Date shall have occurred, any remaining amount shall be paid to Borrowers or as otherwise required by Applicable Law.

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2.3.4.Request for Issuance of Letters of Credit.

Administrative Borrower shall give Agent at least ten (10) Business Days’ prior written notice requesting the issuance of any Letter of Credit, specifying the date such Letter of Credit is to be issued, identifying the beneficiary of such Letter of Credit, and describing the nature of the transactions proposed to be supported thereby.  The notice shall be accompanied by the form of the requested Letter of Credit (which shall be acceptable to the Issuing Lender) and a completed L/C Application.  Notwithstanding anything contained herein to the contrary, L/C Applications by Administrative Borrower and approvals by Agent may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and among Borrowers, Agent and the Issuing Lender and, in the event of a direct conflict between the provisions of an L/C Application and this Agreement, the provisions of this Agreement shall control.

2.3.5.Obligations Absolute.

The obligation of Borrowers to reimburse Agent, Revolving Lenders and the applicable Issuing Lender for payments made with respect to any Letter of Credit Obligation shall be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities, and the obligations of each Revolving Lender to make payments to Agent or the Issuing Lender with respect to Letters of Credit shall be unconditional and irrevocable.  Such obligations of Borrowers and Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following circumstances:

(a)any lack of validity or enforceability of any Letter of Credit or this Agreement or the other Loan Documents or any other agreement;

(b)the existence of any claim, set-off, defense or other right which any Borrower or any of their Affiliates or any Revolving Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), Agent, any Revolving Lender, Issuing Lender, or any other Person, whether in connection with this Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between any Borrower or any of their Affiliates and the beneficiary for which the Letter of Credit was procured);

(c)any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(d)payment by Agent or any Issuing Lender under any Letter of Credit or guaranty or other support thereof against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit or such guaranty or other support, except as set forth in the proviso to clause (iii) of the second paragraph of Section 2.3.6 below;

(e)any other circumstance or happening whatsoever, which is similar to any of the foregoing; or

(f)the fact that a Default or an Event of Default shall have occurred and be continuing.

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2.3.6.Nature of Duties.

As between Agent, any Revolving Lender, any Issuing Lender and any Borrower, Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit.  In furtherance and not in limitation of the foregoing, to the fullest extent permitted by Applicable Law none of Agent, any Revolving Lender or Issuing Lender shall be responsible:  (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided that in the case of any payment by Agent or the Issuing Lender under any Letter of Credit or guaranty or other support thereof, Agent or such Issuing Lender shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereof; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit or guaranty or other support thereof; and (viii) for any consequences arising from causes beyond the control of Agent, any Revolving Lender or any Issuing Lender.  None of the above shall affect, impair, or prevent the vesting of any of Agent’s, any Revolving Lender’s or any Issuing Lender’s rights or powers under this Agreement.

Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any Issuing Lender in any L/C Application, reimbursement agreement or similar document, instrument or agreement between or among Borrower and such Issuing Lender.

2.3.7.Drawings and Reimbursements; Funding of Participations.

(a)Notwithstanding anything to the contrary contained herein, upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Lender shall notify the Administrative Borrower and the Agent thereof.  Not later than 2:00 p.m. New York time on the date of any payment by the Issuing Lender with respect to a Letter of Credit (each such date, an “L/C Honor Date”), Borrowers shall reimburse the Issuing Lender through the Agent in an amount equal to the amount of such drawing.  If Borrowers fail to so reimburse the Issuing Lender by such time, the Agent shall promptly notify each Revolving Lender of the L/C Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and such Revolving Lender’s Pro Rata Share thereof.  In such event, Borrowers shall be deemed to have requested a borrowing of a Revolving Loan that is a Base Rate Loan to be disbursed on the L/C Honor Date in an amount equal to the Unreimbursed Amount, regardless of whether a Default or Event of Default shall have occurred and be continuing and notwithstanding the Borrower’s failure to satisfy the conditions precedent set forth in Section 4.  Any notice given by the Issuing Lender or the Agent pursuant to this Section 2.3.7 may be given by telephone if promptly confirmed in writing; provided, however, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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(b)Each Revolving Lender shall upon any notice pursuant to Section 2.3.7 wire transfer funds to Agent, for the benefit of the Agent on account of the Issuing Lender, in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 2:00 p.m. New York time on the first Business Day following the L/C Honor Date or such later date specified in such notice by the Agent, whereupon, each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan that is an Base Rate Loan to Borrowers in such amount.  The Agent shall remit the funds so received to the Issuing Lender.

2.3.8.Defaulting Lenders.

Notwithstanding anything to the contrary contained in this Agreement, in the event that there is a Defaulting Lender having any portion of the Revolving Loan Commitment, Issuing Lender shall not be required to issue any Letter of Credit, or increase or extend or otherwise amend any Letter of Credit, unless (i) the Letter of Credit Obligations of such Defaulting Lender have been reallocated to other Revolving Lenders in a manner consistent with Section 2.12.1 or (ii) if the reallocation described in the immediately preceding clause (i) cannot be accomplished in accordance with Section 2.12.1, Borrowers provide cash collateral to Agent to hold on behalf of Borrowers, on terms and conditions satisfactory to Issuing Lender and Agent, in an amount equal to such Defaulting Lender’s Pro Rata Share, as applicable, in any Letter of Credit.

2.4.Commitments Several.

The failure of any Lender to make a requested Loan on any date shall not relieve any other Lender of its obligation (if any) to make a Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender.

2.5.Certain Conditions.

Notwithstanding any other provision of this Agreement, at the election of Agent or Required Lenders, no LIBOR Loan shall be made, continued, or converted into another LIBOR Loan, and no Base Rate Loan shall be converted into a LIBOR Loan, if an Event of Default exists.

2.6.Loan Accounting.

2.6.1.Recordkeeping.

Agent, on behalf of each Lender, shall record in its records the date and amount of each Loan made by each Lender, each repayment or conversion thereof and, in the case of each LIBOR Loan, the dates on which each Interest Period for such Loan shall begin and end.  The aggregate unpaid principal amount so recorded shall be rebuttably presumptive evidence of the principal amount of the Loans owing and unpaid.  The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of Borrowers hereunder or under any Note to repay the principal amount of the Loans hereunder, together with all interest accruing thereon.

2.6.2.Notes.

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

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2.7.Interest.

2.7.1.Interest Rates.

Each Borrower promises to pay interest on the unpaid principal amount of each Loan for the period commencing on the date of such Loan until such Loan is paid in full as follows:  (a) at all times while such Loan is a Base Rate Loan, at a rate per annum equal to the sum of the Base Rate from time to time in effect plus the Applicable Margin from time to time in effect; and (b) at all times while such Loan is a LIBOR Loan, at a rate per annum equal to the sum of the LIBOR Rate applicable to each Interest Period for such Loan plus the Applicable Margin from time to time in effect; provided, that (i) at any time an Event of Default exists, if requested by Agent or Required Lenders, the Applicable Margin corresponding to each Loan, whether or not overdue, shall be increased by two percentage points per annum (and, in the case of Obligations not subject to an Applicable Margin that are overdue, such Obligations shall bear interest at the Base Rate applicable to Revolving Loans plus the Applicable Margin plus two percentage points per annum), (ii) any such increase may thereafter be rescinded by Required Lenders, notwithstanding Section 10.1, and (iii) upon the occurrence of an Event of Default under Section 8.1.1 or 8.1.3, any such increase described in the foregoing clause (i) shall occur automatically.  In no event shall interest payable by Borrowers to Agent and Lenders hereunder exceed the maximum rate permitted under applicable law, and if any such provision of this Agreement is in contravention of any such law, such provision shall be deemed modified to limit such interest to the maximum rate permitted under such law.  Borrowers, Lenders and Agent hereby agree that any and all interest on the “Loans” under and as defined in the Original Credit Agreement that is accrued and unpaid as of the Closing Date shall be Obligations of Borrowers hereunder, and shall be due and payable by Borrowers on the Closing Date; provided, that solely with respect to such payment of interest on the Closing Date, Borrowers shall not be required to make any payment in respect of funding losses in accordance with Section 3.5 to the extent that such funding losses are incurred as a result of such payment of interest on the Closing Date pursuant to this sentence.

2.7.2.Interest Payment Dates.

Accrued interest on each Base Rate Loan shall be payable in arrears on the first day of each calendar month and at maturity.  Accrued interest on each LIBOR Loan shall be payable on the last day of each Interest Period relating to such Loan (and, in the case of a LIBOR Loan with an Interest Period in excess of 3 months, on the last day of each 3-month interval of such Interest Period), upon a prepayment of such Loan in accordance with Section 2.10 and at maturity in cash.  After maturity and, at the request of Required Lenders at any time an Event of Default exists, all accrued interest on all Loans shall be payable in cash on demand at the rates specified in Section 2.7.1.

2.7.3.Setting and Notice of LIBOR Rates.

The applicable LIBOR Rate for each Interest Period shall be determined by Agent, and notice thereof shall be given by Agent promptly to Administrative Borrower and each Lender.  Each determination of the applicable LIBOR Rate by Agent shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error.  Agent shall, upon written request of Administrative Borrower or any Lender, deliver to Administrative Borrower or such Lender a statement showing the computations used by Agent in determining any applicable LIBOR Rate hereunder.

2.7.4.Computation of Interest.

Interest shall be computed for the actual number of days elapsed on the basis of a year of (a) 360 days for interest calculated at the LIBOR Rate and (b) 365/366 days for interest calculated at the

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Base Rate.  The applicable interest rate for each Base Rate Loan shall change simultaneously with each change in the Base Rate.

2.8.Fees.

2.8.1.Commitment Fee.

For the period from the Closing Date to the Termination Date, Borrowers agree to pay to Agent, for the account of each Lender (other than a Defaulting Lender) according to such Lender’s Pro Rata Revolving Share (as adjusted from time to time), a Commitment Fee equal to 0.50% per annum multiplied by the amount by which the Revolving Loan Commitment exceeds the average daily Revolving Outstandings.  The Commitment Fee shall be payable in arrears on the last day of each calendar month and on the Termination Date for any period then ending for which the Commitment Fee shall not have previously been paid.  The Commitment Fee shall be computed for the actual number of days elapsed on the basis of a year of 360 days.  Borrowers, Lenders and Agent hereby agree that any “Commitment Fee” under and as defined in the Original Credit Agreement that is accrued and unpaid as of the Closing Date shall be Obligations of Borrowers hereunder, and shall be due and payable by Borrowers on the Closing Date.

2.8.2.Letter of Credit Fees.

(a)Borrowers agree to pay to Agent, for the benefit of Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) all costs and expenses Agent or any Revolving Lender is required to reimburse any Issuing Lender in respect of any Letter of Credit and all other reasonable costs and expenses incurred by Agent or any Revolving Lender on account of such Letter of Credit Obligations, and (ii) for each month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to (A) a per annum rate equal to the Applicable Margin in effect from time to time for Revolving Loans which are LIBOR Loans multiplied by (B) the Stated Amount of the applicable Letter of Credit.  Such fee shall be paid to Agent, for the benefit of the Revolving Lenders, in arrears, on the first Business Day of each month.  In addition, Borrowers shall pay to any Issuing Lender, on demand, such fees, charges and expenses of such Issuing Lender in respect of the issuance, negotiation, acceptance, amendment, transfer and payment of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is issued.

(b)Borrowers, Lenders and Agent hereby agree that any “Letter of Credit Fee” under and as defined in the Original Credit Agreement that is accrued and unpaid as of the Closing Date shall be Obligations of Borrowers hereunder, and shall be due and payable by Borrowers on the Closing Date.

2.8.3.Agent Fees and Initial Lender Fees.

Borrowers agree to pay to Agent, for Agent’s account, the fees set forth in the Agent Fee Letter on the dates set forth therein.  Borrowers agree to pay to the Lenders party hereto as of the Closing Date, for the account of such Lenders, the fees set forth in the Initial Lender Fee Letter on the Closing Date.

2.8.4.Call Premium.

If, on or prior to the date that is twelve months after the Closing Date, a Repricing Transaction occurs, Borrowers will pay a premium (the “Call Premium”) in an amount equal to 1.0% of the principal amount of the Loans subject to such Repricing Transaction.  As used herein, the term

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“Repricing Transaction” shall mean (a) any prepayment or repayment of Loans with the proceeds of, or any conversion of Loans into, any new or replacement Debt bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount) less than the “effective yield” applicable to the Loans subject to such event (as such comparative yields are determined by Agent) and (b) any amendment to the Loan Documents which reduces the “effective yield” applicable to all or a portion of the Loans, in each case other than in connection with the occurrence of a change of control or a sale of all or substantially all of the assets of the Loan Parties (so long as the primary purpose of the prepayment or repayment of, or amendment to, the Loans in connection therewith is not to reduce the “effective yield” applicable to the Loans).

2.9.Commitment Reduction.

2.9.1.Voluntary Reduction or Termination of Revolving Loan Commitment.

Borrowers may from time to time on at least two Business Days’ prior written notice received by Agent (which shall promptly advise each Lender thereof) permanently reduce the Revolving Loan Commitment to an amount not less than the Revolving Outstandings.  Any such reduction shall be in an amount not less than $500,000 or a higher integral multiple of $500,000.  Concurrently with any reduction of the Revolving Loan Commitment to zero, Borrowers shall pay interest on the Revolving Loans, all commitment fees and all letter of credit fees and shall provide Letter of Credit Collateralization in full for all Letter of Credit Obligations.  Notwithstanding anything to the contrary herein, Borrower Representative may include in any notice of termination a condition that such termination is contingent upon the occurrence of a refinancing transaction.

2.9.2.No Mandatory Reduction of Revolving Loan Commitment.

On the date of any mandatory prepayment pursuant to Section 2.10.2(a), the Revolving Loan Commitment shall not be permanently reduced by the amount of such mandatory prepayment applied to prepay the Revolving Loans pursuant to Section 2.10.2(a).

2.9.3.All Reductions of Revolving Loan Commitment.

All reductions of the Revolving Loan Commitment shall reduce the Revolving Loan Commitments pro rata among Lenders according to their respective Pro Rata Revolving Shares.

2.10.Prepayment.

2.10.1.Voluntary Prepayment.

Borrowers may from time to time, on at least one Business Day’s written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent (which shall promptly advise each Lender thereof) not later than noon New York time on such day, prepay the Term Loans in whole or in part without penalty or premium but subject to Section 3.5 hereof.  Such notice to Agent shall specify the Loans to be prepaid and the date and amount of prepayment.  Any such partial prepayment shall be in an amount greater than or equal to $100,000 (or, if less, the aggregate remaining outstanding principal balance of the Term Loans).  Notwithstanding anything to the contrary herein, Borrower Representative may include in any notice of termination a condition that such termination is contingent upon the occurrence of a refinancing transaction.

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2.10.2.Mandatory Prepayment.

(a)Borrowers shall (x) prepay the Term Loans (in the order set forth in Section 2.10.3) until paid in full and (y) thereafter repay the Revolving Loans, without a corresponding reduction in the Revolving Loan Commitment, in each case, at the following times and in the following amounts:

(i)concurrently with the receipt by Holdings, any Borrower or any Domestic Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds;

(ii)concurrently with the receipt by Holdings, any Borrower or any Subsidiary of any Net Cash Proceeds from any sale or issuance of its equity securities (other than equity securities that are issued to (x) Sponsor, (y) management of Holdings, or (z) direct or indirect equity holders of Holdings), in an amount equal to 50% of such Net Cash Proceeds with respect to sales or issuances of such equity securities (other than in connection with a Qualified IPO to the extent such Net Cash Proceeds are applied to the Second Lien Obligations in accordance with Section 7.4(vi)(B)) and 100% of such Net Cash Proceeds with respect to sales or issuances of debt securities;

(iii)within 5 days after the delivery of the audited consolidated financial statements for each Fiscal Year (commencing with the Fiscal Year ending April 30, 2016), in an amount equal to (i) the ECF Percentage multiplied by Excess Cash Flow for such Fiscal Year minus (ii) any voluntary prepayments of the Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Loan Commitment) made during such Fiscal Year;

(iv)concurrently with the receipt by Holdings, any Borrower or any Domestic Subsidiary of any Extraordinary Receipt, in an amount equal to the Net Cash Proceeds of such Extraordinary Receipt; and

(v)concurrently with the receipt by any Borrower of any Net Cash Proceeds from the issuance of Equity Cure Securities.

Administrative Borrower shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent not later than noon New York time at least one Business Day prior to each mandatory prepayment pursuant to clause (a) of Section 2.10.2, and Agent shall promptly notify each Lender of such notice.

2.10.3.All Prepayments.

Any prepayment of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 3.5.  All prepayments of a Loan shall be applied first to that portion of such Loan comprised of Base Rate Loans and then to that portion of such Loan comprised of LIBOR Loans, in direct order of Interest Period maturities (unless Borrower Representative shall specify otherwise to Agent in writing, subject to the final sentence of this paragraph).  All prepayments of the Term Loan shall be applied pro rata to the remaining installments thereof.

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2.11.Repayment.

2.11.1.Revolving Loans.

The Revolving Loans shall be paid, for the account of each Lender according to its Pro Rata Revolving Share, in full on the Termination Date.

2.11.2.Term Loan.

The Term Loan shall be paid, for the account of each Lender according to its Pro Rata Term Loan Share thereof, in installments of $675,000 and on the last day of each Fiscal Quarter, beginning on July 31, 2015.  Notwithstanding the foregoing, the outstanding principal balance of the Term Loan shall be paid in full on the Term Loan Maturity Date.

2.12.Payment.

2.12.1.Making and Settlement of Payments.

All payments of principal of or interest on the Notes, and of all fees, shall be made by Borrowers to Agent without setoff, recoupment or counterclaim and in immediately available funds at the office specified by Agent not later than 2:00 New York time on the date due, and funds received after that hour shall be deemed to have been received by Agent on the following Business Day.  Agent shall promptly remit to each Lender its share of all principal payments received in collected funds by Agent for the account of such Lender.  On the first Business Day of each week or more frequently as Agent may elect (each such day being a “Settlement Date”), Agent will notify each Lender with a Revolving Loan Commitment in writing of the amount of such Lender’s actual share of the Revolving Loans as of the close of business of the Business Day immediately preceding the Settlement Date.  In the event that payments are necessary to adjust the amount of such Lender’s actual share of the Revolving Loans to equal such Lender’s Pro Rata Revolving Share of the Revolving Loans as of any Settlement Date, such Lender will pay to Agent, or Agent will pay to such Lender (as applicable) the amount necessary in same day funds by wire transfer to the other’s account not later than 2:00 p.m. New York time on the first Business Day following the Settlement Date.  On the first Business Day of each month (each, an “Interest Settlement Date”), Agent will notify each Lender in writing of the amount of such Lender’s applicable (i) Pro Rata Revolving Share of interest and fees on the Revolving Outstandings and Revolving Loan Commitment and (ii) Pro Rata Term Loan Share of interest and fees on the Term Loan.  Provided that such Lender is not a Defaulting Lender, Agent will pay to such Lender, by wire transfer to such Lender’s account not later than 2:00 p.m. New York time on the next Business Day following the Interest Settlement Date, such Lender’s Pro Rata Revolving Share and Pro Rata Term Loan Share, as applicable, of interest and fees, in each instance, received by Agent for the immediately preceding month.  It is agreed and understood that, in the case of a Defaulting Lender, Agent shall be entitled to set off the funding shortfall of such Defaulting Lender against such Defaulting Lender’s respective share of any payments received from Borrowers.  All payments under Section 3.2 shall be made by Borrowers directly to each Lender entitled thereto.  If any Revolving Lender is a Defaulting Lender, all or a portion of such Defaulting Lender’s Letter of Credit Obligations (unless such Lender is the Issuing Lender that Issued such Letter of Credit) shall, at Agent’s election at any time or upon any Issuing Lender’s or Borrower’s (with respect to Borrower, only if no Default or Event of Default has occurred and is continuing at such time), as applicable, written request delivered to Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the Revolving Lenders that are not Defaulting Lenders pro rata in accordance with their Pro Rata Shares of the Revolving Loan Commitments (calculated as if the Defaulting Lender’s Pro Rata Share was reduced to zero and each other Revolving Lender’s Pro Rata Share had been increased proportionately), provided that no Revolving

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Lender shall be reallocated any such amounts or be required to fund any amounts that would cause its Pro Rata Share of the Revolving Loan (after giving effect to such reallocation) to exceed its Revolving Loan Commitment.

2.12.2.Application of Payments and Proceeds.

(a)Except as set forth in Section 2.10.2 and Section 2.10.3, and subject to the provisions of Sections 2.12.2(b) and 2.12.2(c) below, each payment of principal shall be applied to such Loans as Administrative Borrower shall direct by notice to be received by Agent on or before the date of such payment or, in the absence of such notice, as Agent shall determine in its discretion.  Concurrently with each remittance to any Lender of its share of any such payment, Agent shall advise such Lender as to the application of such payment.

(b)If an Acceleration Event shall have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to the contrary, Agent shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, to the payment of the Obligations in the following order:

(i)FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full;

(ii)SECOND, to the payment of all costs, expenses and indemnities due and owing to Lenders, until Paid in Full;

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

(iv)FOURTH, to the payment of all principal of the Loans due and owing and to provide Letter of Credit Collateralization in respect of outstanding Letters of Credit in a manner consistent with the provisions of Section 8.2, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full;

(v)FIFTH, pro rata to (A) the payment of Revolving Loans not then due and owing, pro rata based on each Lender’s Pro Rata Revolving Share thereof, until Paid in Full, (B) cash collateralize Obligations consisting of Term Loans not yet due and owing, pro rata based on each Lender’s Pro Rata Term Loan Share thereof, until Paid in Full, and (C) Letters of Credit (in the case of such Letters of Credit, in a manner consistent with the provisions of Section 8.2), pro rata based on each Lender’s Pro Rata Revolving Share thereof, until Paid in Full;

(vi)SIXTH, to the payment of all Secured Hedging Obligations, pro rata in accordance with each Lender’s (or one of its Affiliate’s) share thereof, until Paid in Full; and

(vii)SEVENTH, to the payment of all other Obligations owing to each Lender, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full.

(c)If an Event of Default shall have occurred and be continuing but an Acceleration Event shall not exist, notwithstanding anything herein or in any other Loan Document to the contrary, Agent shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in

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each case as received by Agent, to the payment of the Obligations in such order as Agent may elect.  In the absence of a specific determination by Agent, payments in respect of the Obligations and proceeds of Collateral received by Agent shall be applied in the following order:

(i)FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full;

(ii)SECOND, to the payment of all costs, expenses and indemnities due and owing to Lenders, until Paid in Full;

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

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

(v)FIFTH, the payment of Revolving Loans not then due and owing, pro rata based on each Lender’s Pro Rata Revolving Share thereof, until paid in full;

(vi)SIXTH, pro rata to (A) cash collateralize Obligations consisting of Term Loans not yet due and owing, pro rata based on each Lender’s Pro Rata Term Loan Share thereof, until Paid in Full, and (B) provide Letter of Credit Collateralization for Letters of Credit (in the case of such Letters of Credit, in a manner consistent with the provisions of Section 8.2), pro rata based on each Lender’s Pro Rata Revolving Share thereof, until Paid in Full;

(vii)SEVENTH, to the payment of all Secured Hedging Obligations, pro rata in accordance with each Lender’s (or one of its Affiliate’s) share thereof, until Paid in Full; and

(viii)EIGHTH, to the payment of all other Obligations due and owing to each Lender, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full.

2.12.3.Payment Dates.

If any payment of principal or interest with respect to any of the Loans, or of any fees, falls due on a day which is not a Business Day, then such due date shall be extended to the immediately following Business Day (unless, in the case of a LIBOR Loan, such immediately following Business Day is the first Business Day of a calendar month, in which case such due date shall be the immediately preceding Business Day) and, in the case of principal, additional interest shall accrue and be payable for the period of any such extension.

2.12.4.Set-off.

Each Borrower agrees that Agent and each Lender and its Affiliates have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, each Borrower agrees that at any time an Event of Default has occurred and is continuing, Agent and each Lender may apply to the payment of any Obligations of Borrowers hereunder, whether or not then due, any and all balances, credits, deposits, accounts or moneys of Borrowers then or thereafter with Agent or such Lender.

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Notwithstanding the foregoing, no Lender shall exercise any rights described in the preceding sentence without the prior written consent of Agent.

2.12.5.Proration of Payments.

If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account of (a) principal of or interest on an Loan, but excluding (i) any payment pursuant to Section 3.1, 3.2, 3.7 or 10.8 and (ii) payments of interest on any Base Rate Loan referred to in the last sentence of Section 3.4, or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Revolving Share or Pro Rata Term Loan Share, respectively, of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Revolving Loans or Term Loan (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans or sub-participations in Letters of Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

2.13.Joinder and Joint and Several Liability.

2.13.1.Joint and Several.

Each Borrower hereby agrees that such Borrower is jointly and severally liable for the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Agent and Lenders by each other Borrower pursuant to the terms of this Agreement and the other Loan Documents.  Each Borrower agrees that its obligations hereunder shall not be discharged until Payment in Full of the Obligations has occurred, and that its obligations under this Section 2.13 shall be absolute and unconditional, irrespective of, and unaffected by,

(a)the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party;

(b)the absence of any action to enforce this Agreement (including this Section 2.13) or any other Loan Document or the waiver or consent by Agent and Lenders with respect to any of the provisions thereof;

(c)the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Agent and Lenders in respect thereof (including the release of any such security);

(d)the insolvency of any Loan Party; or

(e)any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than a defense of the Payment in Full of the Obligations).

2.13.2.Waivers by Borrowers.

Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal

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assets or to proceed in respect of the Obligations against any other Loan Party, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower.  It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 2.13 and such waivers, Agent and Lenders would decline to enter into this Agreement.

2.13.3.Benefit of Joint and Several Obligations.

Each Borrower agrees that the provisions of this Section 2.13 are for the benefit of Agent and Lenders and their respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Borrower and Agent or Lenders, the obligations of such other Borrower under the Loan Documents.

2.13.4.Subordination of Subrogation, Etc.

Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, each Borrower hereby expressly and irrevocably subordinates to payment of the Obligations any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor with respect to any other Loan Party until the Obligations are Paid in Full (other than contingent indemnification obligations) in cash.  Each Borrower acknowledges and agrees that this subordination is intended to benefit Agent and Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Section 2.13, and that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.13.4.

2.13.5.Election of Remedies.

If Agent may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving Agent a Lien upon any Collateral, whether owned by any Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section 2.13.  If, in the exercise of any of its rights and remedies, Agent shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Borrower or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Borrower hereby consents to such action by Agent, even if such action by Agent shall result in a full or partial loss of any rights of subrogation that each Borrower might otherwise have had but for such action by Agent.

2.13.6.Limitation.

(a)Notwithstanding any provision herein contained to the contrary, each Borrower’s liability under this Section 2.13 shall be limited to an amount not to exceed as of any date of determination the amount that could be claimed by Agent and Lenders from such Borrower under this Section 2.13 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Borrower’s right of contribution and indemnification from each other Borrower under Section 2.13.7.

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2.13.7.Contribution with Respect to Guaranty Obligations.

(a)To the extent that any Borrower shall make a payment under this Section 2.13 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following Payment in Full (other than contingent indemnification obligations) in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

(b)As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 2.13 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

(c)This Section 2.13.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 2.13.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 2.13.1 Nothing contained in this Section 2.13.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, fees and expenses with respect thereto for which such Borrower shall be primarily liable.

(d)The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each Borrower to which such contribution and indemnification is owing.

(e)The rights of the indemnifying Borrowers against other Loan Parties under this Section 2.13.7 shall be exercisable upon the Payment in Full (other than contingent indemnification obligations) of the Obligations and the termination of the Commitments.

2.13.8.Liability Cumulative.

The liability of Borrowers under this Section 2.13 is in addition to and shall be cumulative with all liabilities of each Borrower to Agent and Lenders under this Agreement and the other Loan Documents to which such Borrower is a party or in respect of any Obligations or obligation of the other Borrower, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

2.14.Appointment of Hygenic as Administrative Borrower.

Each Borrower hereby irrevocably appoints Hygenic as the borrowing agent and attorney-in-fact for all Borrowers (“Administrative Borrower”), which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower

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that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower.

2.15.Effect of Amendment and Restatement.

Upon the execution and delivery of this Agreement, the Debt, obligations and other liabilities (including, without limitation, interest and fees accrued to the date hereof) governed by the Original Credit Agreement (collectively, the “Original Obligations”) shall continue to be in full force and effect, but shall be governed by the terms and conditions set forth in this Agreement.  The Original Obligations, together with any and all additional Obligations incurred by Borrowers hereunder or under any of the other Loan Documents, shall continue to be secured by all of the pledges and grants of security interests provided in connection with the Original Credit Agreement (and, from and after the date hereof, shall be secured by all of the pledges and grants of security interests provided in connection with this Agreement), all as more specifically set forth in the Collateral Documents.  Each Borrower hereby reaffirms its obligations under each Loan Document (as defined in the Original Credit Agreement, collectively, the “Original Loan Documents”) to which it is party, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on the Closing Date.  Each Borrower further agrees that each Original Loan Document shall remain in full force and effect following the execution and delivery of this Agreement and that all references to the “Credit Agreement” in such Original Loan Documents shall be deemed to refer to this Agreement.  The execution and delivery of this Agreement shall constitute an amendment and restatement, but not a novation or repayment, of the Original Obligations.

Section 3.Yield Protection.

3.1.Taxes.

(a)All payments of principal and interest on the Loans and all other amounts payable hereunder or under any other Loan Document shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, withholdings, fines, penalties, interest, additions to tax or other charges of any nature whatsoever imposed by any taxing authority, excluding (i) taxes imposed on or measured by any Lender’s net income by the jurisdiction under which such Lender is organized or conducts business, (ii) any branch profit taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which a Lender is located, (iii) in the case of any Lender that is organized under the laws of a jurisdiction other than the United States of America (a “non-U.S. Lender”), any withholding tax or back-up withholding tax that is imposed on amounts payable to such non-U.S. Lender at the time such non-U.S. Lender becomes a party to this Agreement and (iv) taxes imposed under FATCA (all non-excluded items being called “Taxes”).  If any withholding or deduction from any payment to be made by Borrowers hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then Borrowers will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to Agent an official receipt or other documentation satisfactory to Agent evidencing such payment to such authority; and (iii) pay to Agent for the account of Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received had no such withholding or deduction been required.  If any Taxes are directly asserted against Agent or any Lender with respect to any payment received by Agent or such Lender hereunder, Agent or such Lender may pay such Taxes and Borrowers will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is 180

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days prior to the date on which Agent or such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

(b)If any Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to Agent, for the account of the respective Lenders, the required receipts or other required documentary evidence, Borrowers shall indemnify Lenders for any incremental Taxes, interest or penalties that may become payable by any Lender as a result of any such failure.  For purposes of this Section 3.1, a distribution hereunder or under any Loan Document by Agent or any Lender to or for the account of any Lender shall be deemed a payment by Borrowers.

(c)Each Lender that (i) is a non-U.S. Lender and (ii)(A) is a party hereto on the Closing Date or (B) becomes an assignee of an interest under this Agreement under Section 10.8.1 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to Borrowers and Agent one or more (as Administrative Borrower or Agent may reasonably request) complete and accurate original copies of Forms W-8ECI, W-8BEN, W-8IMY, W-8BEN-E (as applicable) or other applicable form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender’s entitlement to complete exemption from withholding or deduction of Taxes, and each such Lender will provide one or more new copy of such forms to Administrative Borrower on or before the date (i) the information provided in such forms becomes inaccurate or (ii) if reasonably requested by Borrower, such previously provided forms expire or become obsolete.  Each Lender that is not a non-U.S. Lender that (A) is a party hereto on the Closing Date or (B) becomes an assignee of an interest under this Agreement under Section 10.8.1 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to Borrower and Agent one or more (as Borrower and Agent may reasonably request) Forms W-9 or other applicable form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender’s entitlement to exemption from backup withholding.  Borrowers shall not be required to pay additional amounts to any Lender pursuant to this Section 3.1 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Lender to comply with this paragraph (any such taxes, together with such amounts described in clauses (i) through (iv) of Section 3.1(a), the “Excluded Taxes”).

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

(e)Each Lender shall indemnify Agent, within 10 days after demand therefor, for the full amount of any Excluded Taxes attributable to such Lender that are payable or paid by Agent and reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded Taxes were correctly or legally imposed or asserted by the relevant governmental authority.  A certificate as to the amount of such payment or liability delivered to any Lender by Agent shall be conclusive absent demonstrable error.  The agreements in this Section 3.1(e) shall survive the resignation and/or replacement of Agent.

(f)Without limitation of the indemnities provided in Section 10.5, each Borrower shall also indemnify Agent, within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to Agent as required by Section 3.1(e) on account of Excluded Taxes

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described in Section 3.1(a)(iv); provided, that such Lender shall indemnify Borrowers to the extent of any payment any Borrower makes to Agent pursuant to this sentence.

(g)So long as no Event of Default has occurred and has not been cured or is occurring, if any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Taxes as to which indemnification or additional amounts have been paid to it by Borrowers pursuant to this Section 3.1, it shall promptly remit such refund to the Borrower Representative (taking into account all out of pocket expenses of the Lender or Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority with respect to such refund)); provided that Borrowers and the other Loan Parties agree, upon the request of the Lender or Agent, as the case may be, to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority (including any interest, penalties, and additions to tax).  Notwithstanding anything to the contrary in this paragraph (g), in no event will the Agent or any Lender be required to pay any amount to Borrower Representative pursuant to this paragraph (g) the payment of which would place the Agent or such Lender, as applicable, in a less favorable net after Tax position than the Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or other confidential information or disclose any information relating to its tax affairs or any computations in respect thereof, or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions, or repayments to which it may be entitled.

3.2.Increased Cost.

(a)If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:  (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.7), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrowers shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

(b)If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not

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having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrowers shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

(c)Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law for purposes of this Agreement (including without limitation for purposes of this Section 3.2 and for purposes of Section 3.4), regardless of the date enacted, adopted or issued.

3.3.Inadequate or Unfair Basis.

If Agent reasonably determines (which determination shall be binding and conclusive on Borrowers) that, by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate, then Agent shall promptly notify the Lenders and Administrative Borrower thereof and, so long as such circumstances shall continue, (a) no Lender shall be under any obligation to make or convert any Base Rate Loans into LIBOR Loans and (b) on the last day of the current Interest Period for each LIBOR Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan.

3.4.Change in Law.

If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, would make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund LIBOR Loans, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make or convert any Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the making of LIBOR Loans or conversion of Base Rate Loans into LIBOR Loans by Lenders which are not so affected, in each case in an amount equal to the amount of LIBOR Loans which would be made or converted into by such Lender at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each LIBOR Loan of such Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan.  Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan shall remain outstanding for the period corresponding to the Interest Period originally applicable to such LIBOR Loan absent such circumstances.

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3.5.Funding Losses.

Each Borrower hereby agrees that upon demand by any Lender (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed, a copy of which shall be furnished to Agent), such Borrower will indemnify such Lender against any net loss (other than lost profits) or expense which such Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Loan), as reasonably determined by such Lender, as a result of (a) any payment, prepayment or conversion of any LIBOR Loan of such Lender on a date other than the last day of an Interest Period for such Loan (including any conversion pursuant to Section 3.4) or (b) any failure of such Borrower to borrow, convert or continue any Loan on a date specified therefor in a notice of borrowing, conversion or continuation pursuant to this Agreement.  For the purposes of this Section 3.5, all determinations shall be made as if such Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period.

3.6.Manner of Funding; Alternate Funding Offices.

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

3.7.Mitigation of Circumstances; Replacement of Lenders.

(a)Each Lender shall promptly notify Administrative Borrower and Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrowers to pay any amount pursuant to Section 3.1 or 3.2 or (ii) the occurrence of any circumstances described in Section 3.3 or 3.4 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Administrative Borrower and Agent).  Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to Borrowers of) any event described in clause (i) or (ii) above and such designation would not, in such Lender’s sole judgment, be otherwise disadvantageous to such Lender.

(b)If (i) any Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.1 or 3.2, or any Lender gives notice of the occurrence of any circumstances described in Section 3.3 or 3.4, (ii) any Lender does not consent to any matter requiring its consent under Section 10.1 when the Required Lenders have otherwise consented to such matter or (iii) any Lender is a Defaulting Lender and the circumstances causing such status have not been cured or waived, then Agent or Borrowers may within 90 days thereafter (and upon at least three Business Days prior notice to such affected Lender) designate another Person engaged primarily in the business of making loans which is acceptable to Agent and Issuing Lender in their reasonable discretion (such other Person being called a “Replacement Lender”) to purchase the Loans of such Lender and such Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans

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and all accrued but unpaid fees owed to such Lender and any other amounts payable to such Lender under this Agreement, and to assume all the obligations of such Lender hereunder, all in compliance with Section 10.8.1 (subject to the final sentence of this paragraph).  Upon such purchase and assumption (pursuant to an Assignment Agreement), such Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to Borrowers hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder.  If the affected Lender that is being replaced in accordance with the foregoing provisions shall refuse or fail to execute and deliver any such Assignment Agreement prior to the effective date of such replacement, such affected Lender shall be deemed to have executed and delivered such Assignment Agreement.

3.8.Conclusiveness of Statements; Survival.

Determinations and statements of any Lender pursuant to Section 3.1, 3.2, 3.3, 3.4 or 3.5 shall be conclusive absent demonstrable error.  Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 3.1, 3.2 and 3.5, and the provisions of such Sections shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit and termination of this Agreement.

Section 4.Conditions Precedent.

The obligation of each Lender to make its Loans and of Issuing Lender to issue Letters of Credit is subject to the following conditions precedent:

4.1.Credit Extension.

The obligation of Lenders to make the Closing Date Term Loans and to continue to extend Revolving Loans and issue Letters of Credit hereunder is, in addition to the conditions precedent specified in Section 4.2, subject to the following conditions precedent, each of which shall be satisfactory in all respects to Agent:

4.1.1.Capitalization.

The Loan Parties have received cash proceeds of $120,000,000 from the issuance of the Second Lien Obligations.

4.1.2.Initial Loans.

No Revolving Loans or Letters of Credit shall be outstanding, or advanced or issued (as applicable), on the Closing Date and all transaction fees and expenses incurred on or prior to the Closing Date shall have been paid.

4.1.3.Prior Debt.

The Prior Debt has been (or concurrently with the initial borrowing will be) paid in full.

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4.1.4.Related Transactions.

The Loan Parties have completed (or concurrently with the initial credit extension hereunder will complete) the Related Transactions in accordance with the terms of the Related Agreements (without any amendment thereto or waiver thereunder unless consented to by Lenders).

4.1.5.Fees.

Borrowers shall have paid all fees, costs and expenses due and payable under this Agreement and the other Loan Documents on the Closing Date.

4.1.6.Delivery of Loan Documents.

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

(a)Agreement.  This Agreement.

(b)Notes.  Notes, for each Lender requesting a Note.

(c)Collateral Documents.  The Guarantee and Collateral Agreement, reaffirmations, all other Collateral Documents or amendments thereto, and all instruments, documents, certificates and agreements executed or delivered pursuant thereto (including intellectual property assignments and pledged Collateral, with undated irrevocable transfer powers executed in blank).

(d)Financing Statements.  Properly completed Uniform Commercial Code financing statements and other filings and documents required by law or the Loan Documents to provide Agent perfected Liens (subject only to Permitted Liens) in the Collateral.

(e)Lien Searches.  Copies of Uniform Commercial Code search reports listing all effective financing statements filed against any Loan Party, with copies of such financing statements.

(f)Payoff.  Payoff letters evidencing repayment in full of all Prior Debt, termination of all agreements relating thereto.

(g)Second Lien Obligations.  Second Lien Documents with respect to the Second Lien Obligations.

(h)Letter of Direction.  A letter of direction containing funds flow information, with respect to the proceeds of the Loans on the Closing Date.

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

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(j)Opinions of Counsel.  Opinions of counsel for each Loan Party, including local counsel reasonably requested by Agent, and Borrowers hereby request such counsel to deliver such opinions and authorizes Agent and Lenders to rely thereon.

(k)Insurance.  Certificates or other evidence of insurance in effect as required by Section 6.3(b), with endorsements naming Agent as lenders’ loss payee and/or additional insured, as applicable.

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

(m)Consents.  Evidence that all necessary consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by each Loan Party of the Loan Documents and the Related Transactions have been duly obtained and are in full force and effect.

(n)Other Documents.  Such other certificates, documents and agreements as Agent or any Lender may reasonably request.

4.1.7.Certain Financial Tests.

(a)Adjusted EBITDA.  EBITDA (with adjustments mutually acceptable by Agent and Administrative Borrower) (“Adjusted EBITDA”), for the 12 month period ending December 31, 2014 shall not be less than $60,000,000.

(b)Total Debt to Adjusted EBITDA.  Total Debt (after giving effect to the consummation of the Related Transactions and funding of the initial Loans on the Closing Date) to Adjusted EBITDA for the 12 month period ending December 31, 2014 shall not be greater than 6.50:1.00.

(c)Senior Debt to Adjusted EBITDA.  Senior Debt (after giving effect to the consummation of the Related Transactions and funding of the initial Loans on the Closing Date) to Adjusted EBITDA for the 12 month period ending December 31, 2014 shall not be greater than 4.50:1.00.

4.2.All Credit Extensions.

If, either before or after giving effect to (i) any borrowing, or (ii) the issuance of any Letter of Credit, (a) the representations and warranties of Borrowers or any other Loan Party set forth in this Agreement and the other Loan Documents are not true and correct in all material respects with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and except to the extent that such representation and warranty is qualified by materiality or material adverse effect, in which instance such representation and warranty shall be true and correct in all respects) or (b) any Event of Default or Default shall have then occurred and be continuing, then the obligation of each Lender to make a Loan and of Issuing Lender to issue a Letter of Credit shall be suspended (but only if Agent has, or Required Lenders have, directed Lenders or Issuing Lender, as applicable, not to make such requested Loan or issue such requested Letter of Credit).  Each request by Administrative Borrower for the making of a Loan or the issuance of a Letter of Credit shall be deemed to constitute a representation and warranty by Borrowers that the conditions precedent set forth in Section 4.2 will be satisfied at the time of the making of such Loan or the issuance of such Letter of Credit and giving effect thereto.

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Section 5.Representations and Warranties.

To induce Agent and Lenders to enter into this Agreement and to induce Lenders to make Loans and to issue and participate in Letters of Credit hereunder, each Borrower represents and warrants to Agent and Lenders that, both before and after giving effect to the Related Transactions:

5.1.Organization.

Each Loan Party is validly existing and in good standing under the laws of the jurisdiction of its organization; and each Loan Party is duly qualified to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

5.2.Authorization; No Conflict.

Each Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Related Agreement to which it is a party, each Borrower is duly authorized to borrow monies hereunder, and each Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party.  The execution, delivery and performance by each Borrower of this Agreement and by each Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by each Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of any Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents), in each case of the foregoing clauses (a), (b)(i) and (b)(iii) and (c), except where the failure to obtain such consent or approval, such conflict or the creation or imposition of such Lien could not reasonably be expected to have a Material Adverse Effect.

5.3.Validity; Binding Nature.

Each of this Agreement and each other Loan Document to which any Borrower or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

5.4.Financial Condition.

(a)The audited consolidated financial statements of Holdings, Hygenic and the Subsidiaries as at its Fiscal Years ending April 30, 2013 and April 30, 2014, and the unaudited consolidated financial statements of Borrowers and the Subsidiaries as of December 31, 2014, copies of each of which have been delivered pursuant hereto, were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly in all material respects the consolidated financial condition of such Persons as at such dates and the results of their operations for the periods then ended.

(b)The consolidated financial projections (including an operating budget and a cash flow budget) of Holdings and the Subsidiaries for the period from the Closing Date through April, 2020

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delivered to Agent and Lenders on or prior to the Closing Date (i) were prepared by Borrowers in good faith and (ii) were prepared in accordance with assumptions which Borrowers reasonably believe to be appropriate, and the accompanying consolidated pro forma balance sheet of Holdings and the Subsidiaries as at the Closing Date, adjusted to give effect to the consummation of the Related Transactions and the financings contemplated hereby as if such transactions had occurred on such date, is consistent in all material respects with such projections.

5.5.No Material Adverse Change.

Since April 30, 2014, there has been no material adverse change in the financial condition, operations, assets, business or properties of the Loan Parties taken as a whole (including the business of Holdings and its Subsidiaries acquired by Loan Parties in the Related Transactions).

5.6.Litigation.

No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to any Borrower’s knowledge, threatened against any Loan Party which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, except as set forth in Schedule 5.6.  As of the Closing Date, other than any liability incident to such litigation or proceedings, neither any Borrower nor any other Loan Party has any material Contingent Obligations not listed on Schedule 7.1.

5.7.Ownership of Properties; Liens.

Each Borrower and each other Loan Party owns good and, in the case of real property, marketable title to all of its material properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like other than such infringement claims which do not exceed $250,000 in the aggregate), except Permitted Liens.

5.8.Capitalization.

All issued and outstanding equity securities of Borrowers and the other Subsidiaries of Holdings are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of Agent, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities.  Schedule 5.8 sets forth the authorized equity securities of each Loan Party as of the Closing Date.  All of the issued and outstanding equity of Holdings is owned as set forth on Schedule 5.8 as of the Closing Date, all of the issued and outstanding equity of each Borrower is directly or indirectly owned by Holdings, and all of the issued and outstanding equity of each other Subsidiary of Holdings is, directly or indirectly, owned by a Borrower.  As of the Closing Date, except as set forth on Schedule 5.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any equity interests of any Borrower or any other Loan Party.

5.9.Pension Plans.

During the twelve-consecutive-month period prior to the Closing Date or the making of any Loan or the issuance of any Letter of Credit, (i) no steps have been taken to terminate any Pension Plan and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under ERISA or Section 431 of the IRC.  No condition exists or event or transaction has occurred with

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respect to any Pension Plan which could result in the incurrence by any Borrower or any other Loan Party of any material liability, fine or penalty.  All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by any Loan Party or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither any Loan Party nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan, and neither any Loan Party nor any member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Sections 412 or 431 of the IRC, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

5.10.Investment Company Act.

Neither any Borrower nor any other Loan Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company”, within the meaning of the Investment Company Act of 1940.

5.11.No Default.

No Event of Default or Default exists or would result from the incurrence by any Loan Party of any Debt hereunder or under any other Loan Document.

5.12.Margin Stock.

Neither any Borrower nor any other Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.  No portion of the Obligations is secured directly or indirectly by Margin Stock.

5.13.Taxes.

Each Borrower and each other Loan Party has filed (or has had filed on its behalf) all federal and other material tax returns and reports required by law to have been filed by it and has paid all federal and other material taxes and governmental charges thereby shown to be owing and has otherwise paid all material taxes, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

5.14.Solvency.

On the Closing Date (after giving effect to the transactions contemplated hereby to occur on the Closing Date, including the funding the of Closing Date Term Loan and the Second Lien Obligations and the use of the proceeds thereof), and immediately prior to and after giving effect to the issuance of each Letter of Credit and each borrowing hereunder and the use of the proceeds thereof, with respect to the Loan Parties, taken as a whole, (a) the fair value of their assets on a going concern basis is greater than the amount of their liabilities (including reasonable values of disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated, (b) the present fair saleable value of their assets on a going concern basis is not less than the amount that will be required to pay the probable liability on their debts as they become absolute and matured, (c) they are able to realize upon their assets

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and generally pay their debts and other liabilities (including reasonable values of disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) they do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay as such debts and liabilities mature and (e) they are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which their property would constitute unreasonably small capital.

5.15.Environmental Matters.

The on-going operations of each Borrower and each other Loan Party comply in all respects with all Environmental Laws, except such non-compliance which could not (if enforced in accordance with applicable law) reasonably be expected to result in a Material Adverse Effect.  Each Borrower and each other Loan Party have obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any Environmental Law and necessary for their respective ordinary course operations, and each Borrower and each other Loan Party are in compliance with all material terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to any Borrower or any other Loan Party and could not reasonably be expected to result in a Material Adverse Effect.  None of any Borrower, any other Loan Party or any of their respective properties or operations is subject to any outstanding written order from or agreement with any Federal, state or local governmental authority, nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance.  There are no Hazardous Substances or other conditions or circumstances existing with respect to any property, or arising from operations prior to the Closing Date, of any Borrower or any other Loan Party that could reasonably be expected to result in a Material Adverse Effect.  Neither any Borrower nor any other Loan Party has any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws or that are leaking or disposing of Hazardous Substances, except as could not reasonably be expected to result in a Material Adverse Effect.

5.16.Insurance.

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

5.17.Information.

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

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5.18.Intellectual Property.

Each Borrower and each other Loan Party owns and possesses or has a license or other right to use all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights and copyrights as are necessary for the conduct of the business of Borrowers and the other Loan Parties, without any infringement upon rights of others which could reasonably be expected to have a Material Adverse Effect.

5.19.[Reserved].

5.20.Labor Matters.

Except as set forth on Schedule 5.20, neither any Borrower nor any other Loan Party is subject to any labor or collective bargaining agreement.  There are no existing or threatened strikes, lockouts or other labor disputes involving any Borrower or any other Loan Party that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect.  Hours worked by and payment made to employees of Borrowers and the other Loan Parties are not in violation of the Fair Labor Standards Act or any other applicable law, rule or regulation dealing with such matters.

5.21.Related Agreements.

(a)Borrowers have furnished Agent a true and correct copy of the Related Agreements pursuant hereto.  Each Borrower and, to such Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby.  As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements.  The Related Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by a Loan Party and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, duly obtained and will be in full force and effect.  As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transactions.  The execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any Borrower or any other Loan Party is a party or by which any Borrower or any other Loan Party is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound.  No statement or representation made in the Related Agreements by any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made.

(b)The intercreditor provisions of the Second Lien Intercreditor Agreement are enforceable by Agent and the Lenders against the holders of the Second Lien Obligations.  The Liens

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securing the Obligations are entitled to the benefits of the provisions contained in the Second Lien Intercreditor Agreement.  Each Borrower acknowledges that Agent and each Lender are entering into this Agreement and are extending the Commitments and making the Loans in reliance upon the intercreditor provisions of the Second Lien Intercreditor Agreement and this Section 5.21.

Section 6.Affirmative Covenants.

Until the expiration or termination of the Commitments and Payment in Full of all Obligations, each Borrower agrees that, unless at any time Required Lenders shall otherwise expressly consent in writing, it will:

6.1.Information.

Furnish to Agent and each Lender:

6.1.1.Annual Report.

Promptly when available and in any event within 105 days after the close of each Fiscal Year:  (a) a copy of the annual audit report of Holdings and the Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet and statement of earnings and cash flows of Holdings and the Subsidiaries as at the end of such Fiscal Year, certified without qualification (except for qualifications (i) relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrowers’ independent certified public accountants or (ii) to the extent due to the scheduled maturity date of the Loans or the scheduled termination date of any Commitments) by independent auditors of recognized standing selected by Borrowers and reasonably acceptable to Agent; and (b) an Excess Cash Flow Certificate.

6.1.2.Interim Reports.

(a)Promptly when available and in any event within 30 days after the end of each month (commencing with delivery of financial statements for the month of January, 2015 within 30 days after the end of such month), consolidated balance sheets of Holdings and the Subsidiaries as of the end of such month, together with consolidated statements of earnings and a consolidated statement of cash flows for such month and for the period beginning with the first day of such Fiscal Year and ending on the last day of such month, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year, certified by the chief financial officer of Administrative Borrower (which certificate shall, if such financial statements correspond to a month that is not the last month of a Fiscal Quarter, contain a statement as to whether an Event of Default exists); and (b) together with the financial statements delivered pursuant to the foregoing clause (a), a written statement of Borrowers’ management setting forth a discussion of Borrowers’ financial condition, changes in financial condition and results of operations.

6.1.3.Compliance Certificate.

Contemporaneously with the furnishing of a copy of each annual audit report pursuant to Section 6.1.1 and each set of statements pursuant to Section 6.1.2 for the last month of each Fiscal Quarter a duly completed Compliance Certificate, with appropriate insertions, dated the date of such annual report or such monthly statements, and signed by the chief financial officer or other appropriate executive officer of Administrative Borrower, containing a computation of each of the financial ratios and restrictions set forth in Section 7.14 and to the effect that such officer has not become aware of any Event

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of Default or Default that has occurred and is continuing or, if there is any such event, describing it and the steps, if any, being taken to cure it.

6.1.4.Reports to SEC and Shareholders.

Promptly upon the filing or sending thereof, copies of (a) all regular, periodic or special reports of each Loan Party filed with the Securities Exchange Commission, (b) all registration statements of each Loan Party filed with the Securities Exchange Commission (other than on Form S-8) and (c) all proxy statements or other communications made to security holders generally.

6.1.5.Notice of Default; Litigation; ERISA Matters.

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

(a)the occurrence of an Event of Default or a Default;

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

(c)the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, or the failure of any member of the Controlled Group to make a required contribution to any Pension Plan (if such failure is sufficient to give rise to a Lien under ERISA or the IRC) or to any Multiemployer Pension Plan, or the taking of any action with respect to a Pension Plan which could result in the requirement that any Borrower or any other Loan Party furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), or any material increase in the contingent liability of any Borrower or any other Loan Party with respect to any post-retirement welfare plan benefit, or any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Sections 412 or 431 of the IRC, that any such plan is or may be terminated, or that any such plan is or may become insolvent;

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

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

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6.1.6.[Reserved]

6.1.7.Management Report.

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

6.1.8.Projections.

As soon as practicable, and in any event not later than 30 days after the commencement of each Fiscal Year, financial projections for Holdings and the Subsidiaries for such Fiscal Year (including monthly operating and cash flow budgets) prepared in a manner consistent with the projections for the applicable Loan Parties delivered to Agent prior to the Closing Date or otherwise in a manner reasonably satisfactory to Agent, accompanied by a certificate of a chief financial officer of Administrative Borrower on behalf of Borrowers to the effect that (a) such projections were prepared by Borrowers in good faith, (b) Borrowers reasonably believe that the assumptions contained in such projections are appropriate and (c) such projections have been prepared in accordance with such assumptions.

6.1.9.Second Lien Notices.

Promptly following receipt, copies of any notices (including notices of default or acceleration) received from any holder, agent or trustee of, under or with respect to the Second Lien Obligations.

6.1.10.Updated Schedules to Guarantee and Collateral Agreement.

Contemporaneously with the furnishing of each annual audit report pursuant to Section 6.1.1, to the extent necessary, updated versions of the Schedules to the Guarantee and Collateral Agreement showing information as of the date of such audit report (it being agreed and understood that this requirement shall be in addition to the notice and delivery requirements set forth in the Guarantee and Collateral Agreement and shall not constitute a cure or waiver of any breach of such notice or delivery requirements).

6.1.11.Other Information.

Promptly from time to time, such other information concerning any Loan Party as any Lender or Agent may reasonably request.

6.2.Books; Records; Inspections.

Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP in all material respects; and permit, and cause each other Loan Party to permit, at any reasonable time during normal business hours and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender at such Lender’s sole cost and expense) or any representative thereof to (i) visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and each Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or Agent or any representative thereof, (ii) inspect the properties and operations of Loan Parties, (iii) perform appraisals of the property and business of such Borrower or such

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Loan Party, and (iv) inspect, examine, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral.  All such visits, inspections, examinations, appraisals or audits by Agent shall be at Borrowers’ expense, provided that (i) so long as no Event of Default or Default exists, Borrowers shall not be required to reimburse Agent for visits, inspections, examinations, appraisals and audits more frequently than once each Fiscal Year and (ii) Borrowers shall not be required to reimburse any Lender for any visits, inspections, examinations, appraisals and audits.

6.3.Maintenance of Property; Insurance.

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

(b)Maintain, and cause each other Loan Party to maintain, with responsible insurance companies, such insurance coverage as shall be required by all laws, governmental regulations and court decrees and orders applicable to it and such other insurance, to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated; provided that in any event, such insurance shall insure against all risks and liabilities of the type insured against as of the Closing Date and shall have insured amounts no less than (in all material respects) those amounts provided for as of the Closing Date.  Upon request of Agent or any Lender, Administrative Borrower shall furnish to Agent or such Lender a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by each Borrower and each other Loan Party.  Borrowers shall cause each issuer of an insurance policy to provide Agent with an endorsement (i) showing Agent as a loss payee with respect to each policy of property or casualty insurance and naming Agent as an additional insured with respect to each policy of liability insurance, (ii) providing that 30 days’ notice will be given to Agent prior to any cancellation of, or reduction or change in coverage provided by or other material modification to such policy and (iii) reasonably acceptable in all other respects to Agent.  Borrowers shall execute and deliver, and cause each other applicable Loan Party to execute and deliver, to Agent a collateral assignment, in form and substance satisfactory to Agent, of each business interruption insurance policy maintained by the Loan Parties.

(c)Unless Borrowers provide Agent with evidence of the continuing insurance coverage required by this Agreement, Agent may purchase insurance at Borrowers’ expense to protect Agent’s and Lenders’ interests in the Collateral.  This insurance may, but need not, protect Borrowers’ and each other Loan Party’s interests.  The coverage that Agent purchases may, but need not, pay any claim that is made against any Borrower or any other Loan Party in connection with the Collateral.  Borrowers may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that Borrowers have obtained the insurance coverage required by this Agreement.  If Agent purchases insurance for the Collateral, as set forth above, Borrowers will be responsible for the costs of that insurance, including interest and any other charges that may be imposed with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance and the costs of the insurance may be added to the principal amount of the Loans owing hereunder.

6.4.Compliance with Laws; Payment of Taxes and Liabilities.

(a) Comply, and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that no person who owns a controlling interest in or otherwise controls a Loan Party is or shall be (i) listed on the Specially Designated Nationals

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and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) or Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders; (c) without limiting clause (a) above, comply in all material respects and cause each other Loan Party to comply in all material respects, with all applicable Bank Secrecy Act and anti-money laundering laws and regulations and (d) pay, and cause each other Loan Party to pay, prior to delinquency, all Taxes and other governmental charges against it or any of its property, as well as claims of any kind which, if unpaid, could become a Lien on any of its property; provided that the foregoing shall not require any Borrower or any other Loan Party to pay any such Tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP.

6.5.Maintenance of Existence.

Maintain and preserve, and (subject to Section 7.5) cause each other Loan Party to maintain and preserve, (a) its existence and good standing in the jurisdiction of its organization and (b) its qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary, other than any such jurisdiction where the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

6.6.Employee Benefit Plans.

Maintain, and cause each other Loan Party to maintain, each Pension Plan in substantial compliance with all applicable requirements of law and regulations.

6.7.Environmental Matters.

If any release or disposal of Hazardous Substances shall occur or shall have occurred on any real property or any other assets of any Borrower or any other Loan Party, cause, or direct the applicable Loan Party to cause, the prompt containment and removal of such Hazardous Substances and the remediation of such real property or other assets as is necessary to comply with all Environmental Laws and to preserve the value of such real property or other assets.  Without limiting the generality of the foregoing, each Borrower shall, and shall cause each other Loan Party to, comply with each valid Federal or state judicial or administrative order requiring the performance at any real property by any Borrower or any other Loan Party of activities in response to the release or threatened release of a Hazardous Substance.

6.8.Further Assurances.

Take, and cause each other Loan Party to take, such actions as are reasonably necessary or as Agent or the Required Lenders may reasonably request from time to time to ensure that the Obligations of each Borrower and each other Loan Party (other than Foreign Subsidiaries) under the Loan Documents are secured by a first priority perfected Lien in favor of Agent (subject, with respect to priority, only to the Permitted Liens that have priority over the Liens in favor of Agent under the Collateral Documents pursuant to applicable law) on substantially all of the assets of Borrower and each Loan Party (other than Foreign Subsidiaries) (as well as all equity interests of Borrower and each Subsidiary (other than Foreign Subsidiaries) and 65% of the voting stock (and 100% of the non-voting stock) of each first-tier Foreign Subsidiary owned directly by a Borrower or a Domestic Subsidiary) and guaranteed by Holdings and each Domestic Subsidiary that is not a Borrower (including, promptly upon the acquisition or creation thereof, any Domestic Subsidiary acquired or created after the Closing Date), in each case including (a) the execution and delivery of guaranties, security agreements, pledge agreements, mortgages and deeds of

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trust with respect to fee owned property (but limited to fee owned property with a fair market value in excess of $1,000,000), financing statements and other documents, and the filing or recording of any of the foregoing and (b) the delivery of certificated securities and other Collateral with respect to which perfection is obtained by possession.

6.9.Interest Rate Protection.

If on any date the 3-month LIBOR Rate shall be equal to or greater than 2.00%, Borrowers shall, within 90 days of such date (or within such other period of time as may be agreed in writing by Agent and, if such other period would result in a deadline that is more than 180 days of such date, Required Lenders, upon request by Administrative Borrower) enter into (and thereafter maintain until the date that is three years from the Closing Date) an interest rate protection mechanism on an ISDA standard form (with a mutually acceptable schedule to be negotiated) with one or more Lenders or Affiliates thereof or with counterparties reasonably acceptable to Agent to hedge the interest rate with respect to not less than 50% of the principal amount of the Term Loans, in form and substance satisfactory to Agent.

6.10.Post-Closing Undertakings.

(a)Within 10 Business Days following the Closing Date (or within such longer period as Agent shall agree in its discretion), Borrowers shall deliver to Agent amendments to the Mortgage relating to the owned real estate of the Loan Parties in Akron, Ohio and Gardner, Kansas, together with date down endorsements of the ALTA loan title insurance policies and all related documentation as Agent may reasonably request, each in form and substance reasonably satisfactory to Agent.

(b)Within 10 Business Days following the Closing Date (or within such longer period as Agent shall agree in its discretion), Borrowers shall deliver to Agent certificates of insurance for the property and liability insurance policies of the Loan Parties, together with related endorsements thereto in favor of Agent, each in form and substance reasonably satisfactory to Agent

Section 7.Negative Covenants.

Until the expiration or termination of the Commitments and Payment in Full of all Obligations, each Borrower agrees that, unless at any time Required Lenders shall otherwise expressly consent in writing, it will:

7.1.Debt.

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

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

(b)Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000;

(c)(i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the

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Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations);

(d)Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation;

(e)Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased;

(f)the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement);

(g)Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5;

(h)Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence;

(i)purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11;

(j)Debt incurred in connection with the financing of insurance premiums in the ordinary course of business;

(k)guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1;

(l)other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000;

(m)Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year;

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(n)Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and

(o)obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.

7.2.Liens.

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

(a)Liens for Taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed;

(b)Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law and (ii) Liens consisting of pledges or deposits incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed;

(c)Liens described on Schedule 7.2 as of the Closing Date;

(d)subject to the limitation set forth in Section 7.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property (excluding Accounts and Inventory) at the time of the acquisition thereof by Borrower or any Subsidiary (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired;

(e)Liens arising out of judgments not constituting or otherwise resulting in an Event of Default;

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

(g)any interest or title of a lessor or sublessor under any lease permitted by this Agreement;

(h)Liens arising from precautionary uniform commercial code financing statements filed under any lease permitted by this Agreement;

(i)Liens arising under the Loan Documents;

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

(k)cash collateral securing the bank guarantee described in, and permitted by Section 7.1(m) in an aggregate amount not to exceed the permitted amount of such bank guarantee; and

(l)Liens securing the Second Lien Obligations (subject to the terms of the Second Lien Intercreditor Agreement).

7.3.[Reserved.]

7.4.Restricted Payments.

Not, and not permit any other Loan Party to, (a) make any dividend or other distribution to any of its equity holders, (b) purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof, (c) pay any management fees or similar fees to any of its equity holders or any Affiliate thereof, (d) make any redemption, prepayment (whether mandatory or optional), defeasance, repurchase or any other payment in respect of any Debt that is subordinated to the Obligations, (e) make any prepayment or optional payment in respect of the Second Lien Obligations, or (f) set aside funds for any of the foregoing.

Notwithstanding the foregoing:

(i)the Loan Parties may pay the Closing Date Dividend (and related expenses that are reflected in the final funds flow statement for the transactions contemplated hereby to occur on the Closing Date delivered to Agent on or prior to the Closing Date);

(ii)any Subsidiary may pay dividends or make other distributions to a Borrower or to a Wholly-Owned Domestic Subsidiary of a Borrower, and any Foreign Subsidiary may pay dividends or make other distributions to another Foreign Subsidiary;

(iii)Borrowers may make distributions to Holdings to permit Holdings to pay federal and state income taxes then due and owing by Holdings (or its equity holders), so long as the amount of such distributions shall not be greater, nor the receipt by Borrowers of tax benefits less, than they would have been had Borrowers not filed consolidated income tax returns with such Person;

(iv)(A) so long as no Event of Default exists or would result therefrom, Borrowers may pay management fees to Sponsor in an aggregate amount not exceeding in any Fiscal Year $1,000,000 plus an amount equal to 1.00% of the consideration paid in respect of any Permitted Acquisitions or a Qualified IPO plus amounts restricted from being paid during any prior period (provided, with respect to the payment of any such amounts restricted from being paid during any prior period, that in addition to the condition that no Event of Default exists or would result therefrom, the following conditions are satisfied: (x) after giving effect to such payment, (I) the Total Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (1) the maximum Total Debt to EBITDA Ratio permitted under Section 7.14.2 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (2) 6.50:1.00, and (II) the Senior Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (1) the maximum Senior Debt to EBITDA Ratio permitted under Section 7.14.1 as of

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the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (2) 4.50:1.00 and (y) after giving effect to such payment, the sum of (I) the positive difference (if any) of Borrowing Availability minus Revolving Outstandings and (II) the amount of unrestricted cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent to the extent required by Section 7.15 has been executed and is in effect, is at least $5,000,000), and (B) Borrowers may reimburse Sponsor and its Investment Affiliates for its reasonable out-of-pocket expenses incurred in connection with the management of Borrowers in an aggregate amount not exceeding $350,000 in any Fiscal Year;

(v)Borrower may make, and may make distributions to Holdings to (A) permit Holdings to make, payments of directors’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $500,000 in any Fiscal Year and (B) permit Holdings to pay its direct or indirect corporate parent for out-of-pocket costs and expenses relating to the maintenance of its corporate existence and other customary holding company costs and expenses not to exceed in the aggregate, with respect to all such items, $250,000 in any Fiscal Year;

(vi)Borrowers may make (A) regularly scheduled payments in respect of the Second Lien Obligations in accordance with the Second Lien Documents (as in effect on the date hereof or as modified in compliance with the Second Lien Intercreditor Agreement), (B) mandatory prepayments in respect of the Second Lien Obligations pursuant to and in accordance with the Second Lien Documents, but in each case only to the extent that a corresponding mandatory prepayment obligation exists hereunder and has been waived in writing by the Lenders,  and (C) prepayments of the principal amount of the Second Lien Obligations made at the time of, and using the proceeds of, a Qualified IPO (or using the proceeds of an Incremental Term Loan that is advanced pursuant to and in accordance with the terms and conditions of Section 2.1.3(a) in connection with, and on or about the closing date for, a Qualified IPO), provided, that all of the following conditions are satisfied with respect to any such prepayment: (x) no Default or Event of Default has occurred and is continuing or would arise as a result of such payment, (y) after giving effect to such payment, the Senior Debt to EBITDA Ratio shall not exceed the lesser of (I) 4.50:1.00 and (II) the maximum Senior Debt to EBITDA Ratio permitted under Section 7.14.1 for the most recently ended Computation Period (or, with respect to periods prior to the first test date under Section 7.14.1, the Computation Period ending immediately after the date of such proposed prepayment), after decreasing the applicable covenant level by 0.25, and (z) such payment occurs within 10 Business Days of the consummation of such Qualified IPO;

(vii)Borrowers may make distributions to Holdings which are immediately used by Holdings to redeem from management stockholders, upon death, disability or termination of employment of such management stockholder, membership interests of Holdings (or its corporate parent) or warrants or options to acquire any such membership interests, provided, that all of the following conditions are satisfied with respect to any such payment pursuant to this clause (vii): (A) no Default or Event of Default has occurred and is continuing or would arise as a result of such payment, (B) after giving effect to such payment, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 7.14, recomputed for the most recent quarter for which financial statements have been delivered, (C) the aggregate payments permitted (x) in any Fiscal Year of Borrowers shall not exceed $1,000,000 and (y) during the term of this Agreement shall not exceed $3,000,000 (D) after giving effect to such payment, Borrowing Availability exceeds Revolving Outstandings by at least $2,000,000; and (E) such payment is permitted under the Second Lien Documents and the organizational documents of Holdings; and

(viii)After the consummation of a Qualified IPO, Borrowers may make distributions to Holdings which are immediately used by Holdings to redeem outstanding equity interests of Holdings

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(or its corporate parent) or warrants or options to acquire any such equity interests, provided, that all of the following conditions are satisfied with respect to any such payment pursuant to this clause (viii): (A) no Default or Event of Default has occurred and is continuing or would arise as a result of such payment, (B) after giving effect to such payment, (I) the Total Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (x) the maximum Total Debt to EBITDA Ratio permitted under Section 7.14.2 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (y) 4.50:1.00, and (II) the Senior Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (x) the maximum Senior Debt to EBITDA Ratio permitted under Section 7.14.1 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (y) 3.50:1.00, (C) the aggregate payments permitted in any Fiscal Year of Borrowers shall not exceed $7,500,000, (D) after giving effect to such payment, the sum of (I) the positive difference (if any) of Borrowing Availability minus Revolving Outstandings and (II) the amount of unrestricted cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent to the extent required by Section 7.15 has been executed and is in effect, is at least $5,000,000; and (E) such payment is permitted under the Second Lien Documents and the organizational documents of Holdings.

7.5.Mergers; Consolidations; Asset Sales.

(a)Not, and not permit any other Loan Party to, be a party to any merger or consolidation, except for (i) any such merger or consolidation of any Subsidiary into a Borrower or any Wholly-Owned Domestic Subsidiary of a Borrower and (ii) Permitted Acquisitions.

(b)Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory or worn-out or surplus equipment, all in the ordinary course of business, (ii) sales and dispositions of assets (excluding any equity interests of a Borrower or any Subsidiary) for at least fair market value (as determined by the Board of Directors of Holdings) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000,  (iii) arm’s-length real estate leases and subleases in the ordinary course of business that do not interfere in any material respect with the ordinary conduct of business of any Borrower or any Subsidiary, (iv) the sale or other disposition of the equity interests in Cramer-Europe for at least fair market value (as reasonably determined by the Board of Directors of Holdings), (v) sales of the real estate located in Gardner, Kansas for at least fair market value (as reasonably determined by the Board of Directors of Holdings) and (vi) so long as no Event of Default then exists, sales of non-core assets acquired in Permitted Acquisitions consummated after the Closing Date.

7.6.Modification of Organizational Documents.

Not permit the charter, by-laws or other organizational documents of any Borrower or any other Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of Agent or any Lender.

7.7.Use of Proceeds.

Use the proceeds of the Loans (other than Incremental Term Loans), and the Letters of Credit, solely to finance the Closing Date Dividend and the Related Transactions, for working capital, for Permitted Acquisitions, for Capital Expenditures and for other general business purposes of Borrowers

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and the Subsidiaries; use the proceeds of Incremental Term Loans solely for the funding of Permitted Acquisitions, Capital Expenditures or earnout payments owing by the Borrowers, or prepayments of Second Lien Obligations permitted under clause (vi) of Section 7.4; and not use or permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.

7.8.Transactions with Affiliates.

Not, and not permit any other Loan Party to, enter into, or cause, suffer or permit to exist any transaction, arrangement or contract with any of its other Affiliates, which is on terms which are less favorable than are obtainable from any Person which is not one of its Affiliates.

7.9.Inconsistent Agreements.

Not, and not permit any other Loan Party to, enter into any material agreement containing any provision which would (a) be violated or breached by any borrowing by any Borrower hereunder or by the performance by any Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to any Borrower or any other Subsidiary, or pay any Debt owed to any Borrower or any other Subsidiary, (ii) make loans or advances to any Borrower or any other Loan Party or (iii) transfer any of its assets or properties to any Borrower or any other Loan Party.

7.10.Business Activities.

Not, and not permit any other Loan Party to, engage in any line of business other than the businesses engaged in on the Closing Date and businesses reasonably related thereto.

7.11.Investments.

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

(a)contributions by (i) Holdings to Borrowers, (ii) a Borrower to the capital of any Wholly-Owned Domestic Subsidiary of such Borrower, or by any Subsidiary to the capital of any other Wholly-Owned Domestic Subsidiary of such Borrower, so long as the recipient of any such capital contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its equity interests and substantially all of its real and personal property, in each case in accordance with Section 6.8, (iii) Foreign Subsidiaries to other Foreign Subsidiaries, or (iv) Borrowers to the capital of Foreign Subsidiaries, in an aggregate amount for all such contributions that, together with the amount of intercompany Debt advanced to Foreign Subsidiaries pursuant to Section 7.1(c)(ii), does not exceed $5,000,000 at any time outstanding;

(b)Investments constituting Debt permitted by Section 7.1(c);

(c)Contingent Obligations constituting Debt permitted by Section 7.1 or Liens permitted by Section 7.2;

(d)Cash Equivalent Investments;

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(e)loans and advances to employees in the ordinary course of business not to exceed $100,000 in the aggregate at any time outstanding;

(f)Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;

(g)Investments listed on Schedule 7.11 as of the Closing Date;

(h)Permitted Acquisitions; and

(i)other Investments in addition to those permitted by this Section 7.11 in an aggregate amount not to exceed $5,000,000 at any time outstanding.

7.12.Restriction of Amendments to Certain Documents.

Not amend or otherwise modify, or waive any rights under any provisions of the Second Lien Documents (except to the extent permitted under the Second Lien Intercreditor Agreement).

7.13.Fiscal Year.

Not change its Fiscal Year, except with the prior written consent of Agent in its reasonable discretion.

7.14.Financial Covenants.

7.14.1.Senior Debt to EBITDA Ratio.

Not permit the Senior Debt to EBITDA Ratio as of the last day of any Computation Period to exceed the applicable ratio set forth below for such Computation Period:

Computation Period Ending	Senior Debt to EBITDA Ratio
April 30, 2015	5.75:1.00
July 31, 2015	5.75:1.00
October 31, 2015	5.50:1.00
January 31, 2016	5.50:1.00
April 30, 2016	5.50:1.00
July 31, 2016	5.25:1.00
October 31, 2016	5.00:1.00
January 31, 2017	5.00:1.00
April 30, 2017	5.00:1.00
July 31, 2017	4.75:1.00
October 31, 2017	4.50:1.00
January 31, 2018	4.50:1.00
April 30, 2018	4.50:1.00

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July 31, 2018	4.25:1.00
October 31, 2018	4.00:1.00
January 31, 2019	4.00:1.00
April 30, 2019	4.00:1.00
July 31, 2019	3.75:1.00
October 31, 2019 and the last day of each Fiscal Quarter thereafter	3.50:1.00

7.14.2.Total Debt to EBITDA Ratio.

Not permit the Total Debt to EBITDA Ratio as of the last day of any Computation Period to exceed the applicable ratio set forth below for such Computation Period:

Computation Period Ending	Total Debt to EBITDA Ratio
April 30, 2015	8.25:1.00
July 31, 2015	8.25:1.00
October 31, 2015	8.00:1.00
January 31, 2016	8.00:1.00
April 30, 2016	8.00:1.00
July 31, 2016	7.75:1.00
October 31, 2016	7.50:1.00
January 31, 2017	7.50:1.00
April 30, 2017	7.50:1.00
July 31, 2017	7.25:1.00
October 31, 2017	7.00:1.00
January 31, 2018	6.75:1.00
April 30, 2018	6.75:1.00
July 31, 2018	6.50:1.00
October 31, 2018	6.50:1.00
January 31, 2019	6.25:1.00
April 30, 2019	6.25:1.00
July 31, 2019	6.00:1.00
October 31, 2019	6.00:1.00
January 31, 2020 and the last day of each Fiscal Quarter thereafter	5.75:1.00

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7.14.3.[Reserved.]

7.14.4.Cure Rights.

In the event Borrowers fail to comply with the financial covenants contained in Section 7.14.1 or Section 7.14.2 (a “Financial Covenant Default”), Borrowers shall have the right to cure such Financial Covenant Default on the following terms and conditions (the “Equity Cure Right”):

(a)In the event Borrowers desire to cure the Financial Covenant Default, Administrative Borrower shall deliver to the Agent irrevocable written notice of its intent to cure (a “Cure Notice”) no later than ten (10) days after the date on which financial statements and a Compliance Certificate for the period ending on the last day of the Fiscal Quarter with respect to which such Financial Covenant Default occurred (the “Testing Dates”) are required to be delivered.  The Cure Notice shall set forth the calculation of the applicable “Financial Covenant Cure Amount” (as hereinafter defined).

(b)In the event Administrative Borrower delivers a Cure Notice, Borrowers shall cause Sponsor or Investment Affiliates of Sponsor to purchase, no later than 20 days after receipt by Agent of the Cure Notice (the “Required Contribution Date”), either (i) common stock of (or make cash capital contributions to) Holdings not containing any mandatory payment of cash dividends or mandatory redemption provisions requiring cash redemptions or (ii) unsecured Debt of Holdings that is subordinated to the Obligations (to the extent the terms and conditions of such Debt, including subordination terms, have been approved by Agent and in respect of which (x) Holdings is the only obligor (and no other Loan Party shall be an obligor or a guarantor or provide any other credit support in respect thereof), (y) the maturity date is no earlier than six (6) months after the final maturity date hereunder and (z) no cash payments are required prior to its maturity date) (such equity and/or Debt, “Equity Cure Securities”).  The cash consideration received shall be in an amount equal to the lesser of (x) the greater of (A) $4,000,000 or (B) 10% of pro forma EBITDA for Holdings for the applicable Compliance Period or (y) the amount which would result in Borrowers being in pro forma compliance with such financial covenant as of such Testing Date (the “Financial Covenant Cure Amount”), which Financial Covenant Cure Amount shall be deemed to be a dollar-for-dollar increase to the amount of EBITDA for the last Fiscal Quarter of such Computation Period and for any subsequent Computation Period that includes such Fiscal Quarter (which increase to EBITDA shall be deemed to have occurred solely for purposes of determining Borrowers’ compliance with the financial covenants in Section 7.14.1 or Section 7.14.2, as applicable, and not for any other purpose with respect to which EBITDA is calculated under this Agreement).  For the avoidance of doubt, it is agreed and understood that if the amount required to cure any Financial Covenant Default exceeds the greater of $4,000,000 or 10% of pro forma EBITDA, the Equity Cure Right will not cure such Financial Covenant Default.  The Loans prepaid pursuant to Section 2.10.2(v) with the proceeds of Equity Cure Securities shall be deemed outstanding for purposes of determining compliance with Section 7.14.1 or Section 7.14.2, as applicable, for the current Fiscal Quarter and the next three Fiscal Quarters thereafter.

(c)The Equity Cure Right shall not be exercised (i) in two consecutive fiscal quarters or (ii) more than four times during the term of this Agreement.

(d)Upon timely receipt by Holdings in cash of the amount which would result in Borrower being in pro forma compliance with such financial covenant as of such Testing Date and payment of the mandatory prepayment pursuant to Section 2.10.2(v), the Financial Covenant Default shall be deemed cured.

(e)Until the earlier of the twentieth (20th) day following the date of delivery of the Cure Notice or the date on which Agent learns that the Sponsor does not intend to purchase the Equity Cure

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Securities, none of Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments, and none of Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral, in each case solely on the basis of an Event of Default having occurred and being continuing under Section 7.14.1 or Section 7.14.2,as applicable, hereof; provided, that (i) nothing shall impair the rights of the Agent to take any actions permitted under the Second Lien Intercreditor Agreement and (ii) until timely receipt of the Financial Covenant Cure Amount and application to the Loans as required by Section 2.10.2(v), such Event of Default shall continue to exist and Agent and Lenders will be entitled to all of their rights with respect thereto except as otherwise prohibited by this clause (e).

7.15.Bank Accounts.

Not, and not permit any other Loan Party, to maintain or establish any bank accounts other than the bank accounts set forth on Schedule 7.15 without prior written notice to Agent and unless Agent, Borrower or such other Loan Party and the bank at which the account is to be opened enter into a control agreement regarding such bank account pursuant to which such bank acknowledges the security interest and control of Agent in such bank account and agrees to limit its set-off rights on terms satisfactory to Agent; provided, that such control agreements shall not be required for (a) any bank account that is solely a payroll, trust, employee benefit or tax withholding account or (b) bank accounts for which the aggregate amount of funds on deposit in all such bank accounts does not exceed $100,000 at any time.

Section 8.Events of Default; Remedies.

8.1.Events of Default.

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

8.1.1.Non-Payment of Credit.

Default in the payment when due of the principal of any Loan; or default, and continuance thereof for three Business Days, in the payment when due of any interest, fee, reimbursement obligation with respect to any Letter of Credit or other amount payable by any Loan Party hereunder or under any other Loan Document.

8.1.2.Default Under Other Debt.

Any default shall occur under the terms of the Second Lien Documents (subject to any applicable grace or cure periods); or any default shall occur under the terms applicable to any other Debt of any Loan Party (subject to any applicable grace or cure periods) in an aggregate amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding $1,000,000 and such default shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require Borrower or any other Loan Party to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity.

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8.1.3.Bankruptcy; Insolvency.

(a)Any Loan Party becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or

(b)Any Loan Party applies for, consents to, or acquiesces in the appointment of a trustee, receiver or other custodian for such Loan Party or any property thereof, or makes a general assignment for the benefit of creditors; or in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for any Loan Party or for a substantial part of the property of any thereof and is not discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of any Loan Party, and if such case or proceeding is not commenced by such Loan Party, it is consented to or acquiesced in by such Loan Party, or remains for 60 days undismissed; or any Loan Party takes any action to authorize, or in furtherance of, any of the foregoing.

8.1.4.Non-Compliance with Loan Documents.

(a) Failure by any Borrower to comply with or to perform any covenant set forth in Sections 6.3(b) and (c), 6.5, 6.7, 6.9, 6.10 and 7; (b) failure by any Borrower to comply with or to perform any covenant set forth in Sections 6.1.1, 6.1.2, 6.1.3, 6.1.4, 6.1.5(a), and 6.1.8 and continuance of such failure for more than 5 days after the occurrence thereof; (c) failure by any Borrower to comply with or to perform any covenant set forth in Section 6.2 and continuance of such failure for more than 20 days after the occurrence thereof; or (d) failure by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document applicable to it (and not constituting an Event of Default under any other provision of this Section 8) and continuance of such failure described in this clause (d) for 30 days.

8.1.5.Representations; Warranties.

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

8.1.6.Pension Plans.

(a) Institution of any steps by any Person to terminate a Pension Plan if as a result of such termination any Loan Party or any member of the Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in excess of $1,000,000; (b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or (c) there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding withdrawal liability that any Borrower or any other Loan Party or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $1,000,000.

8.1.7.Judgments.

Final judgments which exceed an aggregate of $4,000,000 (to the extent not covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage in

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writing) shall be rendered against any Loan Party and shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal within 30 days after entry or filing of such judgments.

8.1.8.Invalidity of Collateral Documents.

Any Collateral Document shall cease to be in full force and effect; or any Loan Party (or any Person by, through or on behalf of any Loan Party) shall contest in any manner the validity, binding nature or enforceability of any Collateral Document.

8.1.9.Invalidity of Intercreditor Provisions.

Any intercreditor provision in the Second Lien Intercreditor Agreement shall cease to be in full force and effect, or any Person (including the holders of the Second Lien Obligations) shall contest in any manner the validity, binding nature or enforceability of any such provision.

8.1.10.Change of Control.

The occurrence of a Change of Control.

8.1.11.Activities of Holdings.

Holdings (i) conducts any business other than its ownership of equity securities of Borrowers, or (ii) incurs any Debt or liabilities other than as expressly permitted under the Loan Documents and other liabilities incidental to the conduct of its business as a holding company.

8.2.Remedies.

If any Event of Default described in Section 8.1.3(b) shall occur, the Commitments shall immediately terminate and the Loans and all other Obligations shall become immediately due and payable and Borrowers shall become immediately obligated to provide Letter of Credit Collateralization for all Letters of Credit in a manner acceptable to Agent, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, Agent, upon the written request of Required Lenders, shall declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and other Obligations to be due and payable and/or demand that Borrowers immediately provide Letter of Credit Collateralization for all or any Letters of Credit in a manner acceptable to Agent, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations shall become immediately due and payable (in whole or in part, as applicable) and/or Borrowers shall immediately become obligated to provide Letter of Credit Collateralization for the Letters of Credit (all or any, as applicable) in a manner acceptable to Agent, all without presentment, demand, protest or notice of any kind.  Agent shall promptly advise Administrative Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration.  Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 8.1.1 may only be waived by the written concurrence of each Lender, and the effect as an Event of Default of any other event described in this Section 8 may be waived by the written concurrence of Required Lenders.  Any cash collateral delivered hereunder shall be held by Agent (without liability for interest thereon) and applied to Obligations arising in connection with any drawing under a Letter of Credit.  After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by Agent to any remaining Obligations and any excess shall be delivered to Borrowers or as a court of competent jurisdiction may elect.

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Section 9.Agent.

9.1.Appointment; Authorization.

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

(b)Issuing Lender shall act on behalf of Lenders (according to their Pro Rata Revolving Share) with respect to any Letters of Credit and the documents associated therewith.  Issuing Lender shall have all of the benefits and immunities (i) provided to Agent in this Section 9 with respect to any acts taken or omissions suffered by Issuing Lender in connection with Letters of Credit issued or proposed to be issued and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent”, as used in this Section 9, included Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to Issuing Lender.

9.2.Delegation of Duties.

Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.  Without limiting the generality of the powers of Agent, as set forth above, Agent is hereby authorized to act as collateral agent for each Lender pursuant to each of the Loan Documents.  In such capacity, Agent has the right to exercise all rights and remedies available under the Loan Documents, the Uniform Commercial Code and other applicable law, as directed by the Required Lenders, which rights and remedies shall include, in the event of a foreclosure by Agent on any portion of the Collateral, whether pursuant to a public or private sale, the right of Agent, as agent for all Lenders, to be, or form an acquisition entity to be, the purchaser of any or all of such Collateral at any such sale.  Agent, as agent for all Lenders, shall be entitled at any such sale to offset any of the Obligations against the purchase price payable by Agent (or such acquisition entity) at such sale or to otherwise consent to a reduction of the Obligations as consideration to the applicable Loan Party in connection with such sale. Agent shall have the authority to take such other actions as it may deem necessary or desirable, and as may be approved by Required Lenders, to consummate a sale of the type described in the immediately preceding sentences.  Agent shall have the authority to accept non-cash consideration in connection with the sale or other disposition of the Collateral, whether the purchaser is Agent, an entity formed by Agent as described above or any other Person.  Without limiting the generality of the powers of Agent, as set forth above, in the context of any bankruptcy or other insolvency proceeding involving any Loan Party, Agent is hereby authorized to, at the direction of Required Lenders:  (i) file proofs of claim and other documents on behalf of the Lenders, (ii) object or consent to the use of cash collateral, (iii) object or consent to any proposed debtor-in-possession financing, whether provided by one or more of the Lenders or any other Person and whether secured by Liens with priority over the Liens securing the Obligations or otherwise, (iv) object or consent to any sale of Collateral, including sales for non-cash consideration in satisfaction of a portion of the Obligations, as may be agreed to by Required Lenders on behalf of all Lenders, (v) to be, or form an acquisition entity to be, the purchaser of any or all of such Collateral at any such sale under clause (iv) and to offset any of the Obligations against

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the purchase price payable by Agent (or such acquisition entity) at such sale or to otherwise consent to a reduction of the Obligations as consideration to the applicable Loan Party in connection with such sale, and (vi) seek, object or consent to any Loan Party’s provision of adequate protection of the interests of Agent and/or the Lenders in the Collateral.

9.3.Limited Liability.

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

9.4.Reliance.

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

9.5.Notice of Default.

Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Default except with respect to defaults in the payment of principal, interest and fees required to be paid to Agent for the account of Lenders, unless Agent shall have received written notice from a Lender or any Borrower referring to this Agreement, describing such Event of Default or Default and stating that such notice is a “notice of default”.  Agent will notify Lenders of its receipt of any such notice or any such default in the payment of principal, interest and fees required to be paid to Agent for the account of Lenders.  Agent shall take such action with respect to such Event of Default or Default as may be requested by Required Lenders in accordance with Section 8; provided that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from

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taking such action, with respect to such Event of Default or Default as it shall deem advisable or in the best interest of Lenders.

9.6.Credit Decision.

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

9.7.Indemnification.

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

9.8.Agent Individually.

Golub and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any Loan Party and any Affiliate of any Loan Party as though Golub were not Agent hereunder and without notice to or consent of any Lender.  Each Lender acknowledges that, pursuant to such activities, Madison or its Affiliates may receive information regarding Loan Parties or their Affiliates (including information that may be subject to confidentiality obligations in favor of any such Loan Party or such Affiliate) and acknowledge that Agent shall be under

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no obligation to provide such information to them.  With respect to their Loans (if any), Golub and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though Golub were not Agent, and the terms “Lender” and “Lenders” include Golub and its Affiliates, to the extent applicable, in their individual capacities.

9.9.Successor Agent.

Agent may resign as Agent at any time upon 30 days’ prior notice to Lenders.  If Agent resigns under this Agreement, Required Lenders shall, with (so long as no Event of Default exists) the consent of Administrative Borrower (which shall not be unreasonably withheld or delayed), appoint from among Lenders a successor agent for Lenders.  If no successor agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, on behalf after consulting with Lenders and (so long as no Event of Default exists) Administrative Borrower, a successor agent from among Lenders.  Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as Agent shall be terminated.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 9 and Sections 10.4 and 10.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.  If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Agent hereunder until such time, if any, as Required Lenders appoint a successor agent as provided for above.

9.10.Collateral and Guarantee Matters.

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

9.11.Second Lien Obligations and Subordinated Debt.

Each Lender hereby irrevocably appoints, designates and authorizes Agent to enter into the Second Lien Intercreditor Agreement and any subordination or intercreditor agreement pertaining to any Debt that is subordinated to the Obligations, on its behalf and to take such action on its behalf under the

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provisions of any such agreement (subject to the last sentence of this Section 9.11).  Each Lender further agrees to be bound by the terms and conditions of the Second Lien Intercreditor Agreement and any subordination or intercreditor agreement pertaining to any Debt that is subordinated to the Obligations.  Each Lender hereby authorizes Agent to issue blockages notices in connection with any Debt that is subordinated to the Obligations at the direction of Required Lenders (it being agreed and understood that Agent will not act unilaterally to issue such blockage notices).

9.12.Actions in Concert.

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

9.13.Documentation Agent, Syndication Agent, Co-Lead Arrangers and Sole Bookrunner.

Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Documentation Agent, Syndication Agent, Co-Lead Arrangers and Sole Bookrunner shall have no duties or responsibilities and the Documentation Agent, Syndication Agent, Co-Lead Arrangers and Sole Bookrunner shall not have or be deemed to have any fiduciary relationship with any Lender, and no implied responsibilities, duties or obligations shall be construed to exist in this Agreement or any other Loan Document.

9.14.Secured Hedging Obligations.

Each Person that has an interest in any Secured Hedging Obligations acknowledges and agrees that neither Agent or any Lender owes such Person, solely by virtue of its interest in such Secured Hedging Obligations, any duty under the Loan Documents (except that any payments in respect of the Obligations and proceeds of Collateral, in each case received by Agent, shall be applied as provided in Section 2.12.2) and such Person, solely by virtue of its interest in such Secured Hedging Obligations, has no voting or consent rights under the Loan Documents (including Section 10 of this Agreement).  Agent shall be entitled to assume no amounts are due or owing in respect of Secured Hedging Obligations to any Person with an interest in any Secured Hedging Obligation unless such Person has provided a written certification (setting forth a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of any distribution pursuant to Section 2.12.2.  Agent shall have no obligation to calculate the amount due and payable with respect to any Secured Hedging Obligations, but may rely upon the written certification of the amount due and payable from the Person with the interest in such Secured Hedging Obligations.  In the absence of an updated certification, Agent shall be entitled to assume that the amount due and payable to such Person is the amount last certified to Agent by such Person as being due and payable (less any distributions made by Agent to such Person on account thereof).

Section 10.Miscellaneous.

10.1.Waiver; Amendments.

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

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or remedy.  No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any Debt that is subordinated to the Obligations and/or any Liens that are subordinated to the Liens securing the Obligations) shall in any event be effective unless the same shall be in writing and signed by Borrowers (with respect to Loan Documents to which Borrowers are a party) and by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:

(i)no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrowers, do any of the following:  (1) increase any of the Commitments (provided, that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (2) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (iii) of this Section 10.1(a)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (3) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.7.1), or any fees or other amounts payable hereunder or under the other Loan Documents;

(ii)no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrowers (with respect to Loan Documents to which Borrowers are a party), do any of the following: (1) release any party from its guaranty under the Guarantee and Collateral Agreement or all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (2) change the definition of Required Lenders, (3) change any provision of this Section 10.1, (4) amend the provisions of Section 2.12.2, or (5) reduce the aggregate Pro Rata Shares required to effect any amendment, modification, waiver or consent under the Loan Documents; and

(iii)no such amendment, modification, waiver or consent shall, unless in writing and signed by Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby (without the additional need for approval by Required Lenders), in addition to Borrowers, amend, modify or waive Sections 2.10.2 or 2.10.3 with respect to the timing or application of mandatory prepayments of the Term Loans.

(b)No amendment, modification, waiver or consent shall, unless in writing and signed by Agent or the Issuing Lender, as applicable, in addition to Borrowers and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section 9) or the Issuing Lender, as applicable, under this Agreement or any other Loan Document.  No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Secured Hedging Obligations and resulting in such Secured Hedging Obligations being junior in right of payment to principal on the Loans or resulting in such Secured Hedging Obligations becoming unsecured (other than pursuant to releases of Liens permitted in accordance with the terms hereof), shall be effective without the written consent of the applicable holder of such Secured Hedging Obligations.

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(c)Notwithstanding any provision to the contrary set forth in this Agreement, it is agreed and understood as follows with respect to Limited Voting Lenders and Defaulting Lenders:

(i)all Limited Voting Lenders and Defaulting Lenders (and their respective Pro Rata Shares of the Revolving Loan Commitment, Revolving Outstandings and Term Loans, as applicable) shall be excluded from the determination of Required Lenders, and shall not have voting rights with respect to any matters requiring the approval of Required Lenders;

(ii)no Limited Voting Lender or Defaulting Lender shall be considered a “Lender” for purposes of the proviso to the definition of the term “Required Lenders”;

(iii)no Limited Voting Lender or Defaulting Lender shall have any voting rights under clause (2) of Section 10.1(a)(i)) or clause (1) or (2) of Section 10.1(a)(ii);

(iv)any Term Loans held by a Limited Voting Lender or a Defaulting Lender shall be excluded for purposes of determining any approval to be provided pursuant to Section 10.1(a)(iii), and no Limited Voting Lender or Defaulting Lender shall have any voting rights under Section 10.1(a)(iii); and

(v)Limited Voting Lenders shall retain voting rights under clause (4) of Section 10.1(a)(ii), provided, that no Limited Voting Lender shall have any voting rights under clause (4) of Section 10.1(a)(ii) in respect of any amendment, modification, waiver or consent to Section 2.12.2 designed to include any new tranche of Debt as a part of the Obligations (which new tranche of Debt may be senior or junior in priority to the existing Obligations) to the extent that, in the case of a Limited Voting Lender, such Limited Voting Lender is offered the opportunity to provide its Pro Rata Share of such new tranche of Debt or commitments in respect thereof on the same terms offered to the other Lenders providing such Debt.

10.2.Notices.

Except as otherwise provided in Sections 2.2.2 and 2.2.3, all notices hereunder shall be in writing (including facsimile or electronic mail transmission) and shall be sent to the applicable party at its address shown on Annex II or at such other address as such party may, by written notice received by the other parties, have designated as its address for such purpose.  Notices sent by facsimile transmission shall be deemed to have been given when sent; notices sent by mail shall be deemed to have been given three Business Days after the date when sent by registered or certified mail, postage prepaid; and notices sent by hand delivery or overnight courier service shall be deemed to have been given when received.  For purposes of Sections 2.2.2 and 2.2.3, Agent shall be entitled to rely on telephonic instructions from any person that Agent in good faith believes is an authorized officer or employee of any Borrower, and each Borrower shall hold Agent and each other Lender harmless from any loss, cost or expense resulting from any such reliance.  Each Borrower and Lenders each hereby acknowledge that, from time to time, Agent may deliver information and notices to Lenders using the internet service “Intralinks” or electronic mail.  Each Borrower and each Lender hereby agree that Agent may, in its discretion, utilize Intralinks or electronic mail for such purpose.

10.3.Computations.

Unless otherwise specifically provided herein, any accounting term used in this Agreement (including in Section 7.14 or any related definition) shall have the meaning customarily given such term in accordance with GAAP, and all financial computations (including pursuant to Section 7.14 and the related definitions, and with respect to the character or amount of any asset or liability or item of income

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or expense, or any consolidation or other accounting computation) hereunder shall be computed in accordance with GAAP consistently applied; provided that if Administrative Borrower notifies Agent that Borrowers wish to amend any covenant in Section 7.14 (or any related definition) to eliminate or to take into account the effect of any change in GAAP on the operation of such covenant (or if Agent notifies Administrative Borrower that Required Lenders wish to amend Section 7.14 (or any related definition) for such purpose), then Borrowers’ compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant (or related definition) is amended in a manner satisfactory to Borrowers and Required Lenders.  The explicit qualification of terms or computations by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing.  Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any Debt or other liabilities of any Loan Party or any Subsidiary at “fair value”, as defined therein.

10.4.Costs; Expenses.

Borrowers jointly and severally agree to pay on demand all reasonable out-of-pocket costs and expenses of Agent (including Legal Costs) in connection with the preparation, execution, syndication, delivery and administration (including perfection and protection of Collateral) of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any proposed or actual amendment, supplement or waiver to any Loan Document), and all reasonable out-of-pocket costs and expenses (including Legal Costs) incurred by Agent and the Lenders after the occurrence and during the continuance of an Event of Default in connection with the collection of the Obligations and enforcement of this Agreement, the other Loan Documents or any such other documents (limited, in the case of Legal Costs of the Lenders, to one legal counsel for all Lenders other than Agent and its Affiliates and Approved Funds).  In addition, Borrowers jointly and severally agree to pay, and to save Agent and Lenders harmless from all liability for, any fees of any Borrower’s auditors in connection with any reasonable exercise by Agent and Lenders of their rights pursuant to Section 6.2.  All Obligations provided for in this Section 10.4 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit and termination of this Agreement.

10.5.Indemnification by Borrowers.

In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrowers hereby jointly and severally agree to indemnify, exonerate and hold Agent, each Lender, each Issuing Lender, and each of the officers, directors, employees, Affiliates and agents (such officers, directors, employees, Affiliates and agents are, in relation to Agent, a Lender or an Issuing Lender, as applicable, referred to herein as “Related Parties” of such Person) of Agent, each Lender and each Issuing Lender (each of Agent, each Lender, each Issuing Lender, and each its Related Parties, is referred to herein as a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets (including the Related Transactions) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any

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Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result from the bad faith, gross negligence or willful misconduct of the applicable Lender Party or its Related Parties, or from a material breach by such Lender Party of its obligations under this Agreement, in each case as determined by a court of competent jurisdiction.  If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrowers hereby jointly and severally agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.  All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.

10.6.Marshaling; Payments Set Aside.

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

10.7.Nonliability of Lenders.

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

10.8.Assignments; Participations.

10.8.1.Assignments.

(a)Any Lender may at any time assign to one or more Persons (excluding (x) the Loan Parties, (y) any individual and (z) the Sponsor and its Affiliates, except as set forth in Section 10.8.1(f) below)  (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of Agent (which shall not be unreasonably withheld or delayed), Issuing Lender (which shall not be unreasonably withheld or delayed) (for an assignment of the

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Revolving Loans and the Revolving Loan Commitment) and, so long as no Event of Default exists, Administrative Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required (i) from Administrative Borrower for an assignment by a Lender to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender or (ii) from Agent for an assignment by a Lender to an Affiliate of a Lender or an Approved Fund of a Lender).  Except as Agent may otherwise agree, any such assignment (other than any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender) shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment or the principal amount held by the assignor of the Loan being assigned.  Borrowers and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid to Agent by the Lender to whom such interest is assigned; provided, that no such fee shall be payable in connection with any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender.  Any attempted assignment not made in accordance with this Section 10.8.1 shall be treated as the sale of a participation under Section 10.8.2.  Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Administrative Borrower has expressly objected to such assignment within three Business Days after notice thereof.

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

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

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

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(e)Each Loan Party hereby acknowledges that Agent and the Lenders and/or each of their Affiliates may securitize all or any part of the Loans (a “Securitization”) through the pledge of all or any part of the Loan Documents as collateral security for loans thereto or through the issuance of direct or indirect interests in all or any part of the Loans, which loans to Borrowers or their direct or indirect interests may be rated by Moody’s, S&P or one or more other rating agencies (the “Rating Agencies”).

(f)Notwithstanding the foregoing, Sponsor and its Affiliates, other than the Loan Parties and their Subsidiaries (collectively, “Sponsor Affiliate Lenders”), may purchase a portion of the Loans, subject to the following provisions:  (i) the aggregate principal amount of the Term Loans held by Sponsor Affiliate Lenders shall not exceed 20% of the total principal balance of the Term Loans outstanding at any date; (ii) Sponsor Affiliate Lenders may purchase only Term Loans, not Revolving Loans (or Revolving Loan Commitments); (iii) at the time of purchase, Sponsor Affiliate Lenders shall represent and warrant to the selling Lenders that such Sponsor Affiliate Lenders are not in possession of material non-public information that has not been disclosed to the selling Lenders unless waived by the selling Lenders; (iv) such Loans shall be held by no more than 3 Sponsor Affiliate Lenders; (v) for the avoidance of doubt, each Sponsor Affiliate Lender shall be deemed to be a Limited Voting Lender with respect to all matters submitted to Lenders for voting and shall be subject to all terms and conditions applicable to Limited Voting Lenders; (vi) Sponsor Affiliate Lenders may be excluded from Lender meetings and will not receive information provided solely to Lenders (and their auditors, advisors and attorneys) by Agent or any Lender; and (vii) if any Loan Party is the subject of an insolvency proceeding, each Sponsor Affiliate Lender shall grant to Agent a power of attorney giving Agent the right to vote such Sponsor Affiliate Lender’s claims in bankruptcy on all matters submitted to the Lenders for a vote and such claims shall, in any event, be voted in the same proportion, for and against, as votes were cast on each matter by Lenders that are not Sponsor Affiliate Lenders.

10.8.2.Participations.

Any Lender may at any time sell to one or more Persons (other than the Sponsor or any Affiliate thereof) participating interests in its Loans, Commitments or other interests hereunder (any such Person, a “Participant”).  In the event of a sale by a Lender of a participating interest to a Participant, (a) such Lender’s obligations hereunder shall remain unchanged for all purposes, (b) Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder and (c) all amounts payable by Borrowers shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender.  No Participant shall have any direct or indirect voting rights hereunder except with respect to any event described in Section 10.1 expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders.  Each Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant and such Lender, acting solely for this purpose as a non-fiduciary agent of Borrowers, shall maintain a register similar to that described in Section 10.8.1(c) with respect to such participation.  Each Borrower agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement and with respect to any Letter of Credit to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that such right of set-off shall not be exercised without the consent of Agent and shall be subject to the obligation of each Participant to share with Lenders, and Lenders agree to share with each Participant, as provided in Section 2.12.5.  Each Borrower also agrees that each Participant shall be entitled to the benefits of Section 3 as if it were a Lender (provided that such Participant complies with the requirements of Section 3.1(c) and (d) as if it were a Lender; provided further, that no Participant shall receive any greater compensation pursuant to Section 3 than would have been paid to the participating Lender if no participation had been sold).

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10.9.Confidentiality.

Agent and each Lender agree to use commercially reasonable efforts (equivalent to the efforts Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential all information provided to them by any Loan Party, except that Agent and each Lender may disclose such information (a) to Persons employed or engaged by Agent or such Lender or any of their Affiliates (including collateral managers of Lenders) in evaluating, approving, structuring or administering the Loans and the Commitments; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 10.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner, or any insurance industry association, or as reasonably believed by Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which Agent or such Lender is a party; (f) to any nationally recognized rating agency or investor of a Lender that requires access to information about a Lender’s investment portfolio in connection with ratings issued or investment decisions with respect to such Lender; (g) that ceases to be confidential through no fault of Agent or any Lender; (h) to a Person that is an investor or prospective investor in a Securitization that agrees that its access to information regarding any Borrower and the Loans and Commitments is solely for purposes of evaluating an investment in such Securitization and who agrees to treat such information as confidential; or (i) to a Person that is a trustee, collateral manager, servicer, noteholder or secured party in a Securitization in connection with the administration, servicing and reporting on the assets serving as collateral for such Securitization and has been instructed in writing to treat such information as confidential.  For purposes of this Section, “Securitization” means a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in part, by the Loans or the Commitments.  From and after the Closing Date, neither Agent nor any Lender may issue any press release (or make any other similar public announcement) related to this Agreement or the transactions contemplated hereby or that contains any detailed financial information about any Loan Party without the prior written approval of Administrative Borrower or the applicable Loan Party, except as may be necessary, in the opinion of counsel to the party seeking to make disclosure, to comply with the requirements of this Agreement or applicable law.  Notwithstanding the foregoing, each Borrower consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements; provided, however, that no such tombstone, advertising or information shall contain information as to the size of the deal or the financing without the prior written consent of Administrative Borrower.

10.10.Captions.

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

10.11.Nature of Remedies.

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

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any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

10.12.Counterparts.

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

10.13.Severability.

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

10.14.Entire Agreement.

This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof (except as relates to the fees described in Section 2.8.3) and any prior arrangements made with respect to the payment by any Borrower of (or any indemnification for) any fees, costs or expenses payable to or incurred (or to be incurred) by or on behalf of Agent or Lenders.

10.15.Successors; Assigns.

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

10.16.Governing Law.

THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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10.17.Forum Selection; Consent to Jurisdiction.

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

10.18.Waiver of Jury Trial.

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

10.19.Patriot Act.

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

[signature pages follow]

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

THE HYGENIC CORPORATION
By:	/s/ Niels Lichti
Name: Niels Lichti
Title: Chief Financial Officer

Signature Page to Amended and Restated Credit Agreement

GOLUB LENDERS:
GCI CAPITAL MARKETS LLC, as Administrative Agent
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GOLUB CAPITAL FINANCE FUNDING LLC
By: GC Advisors LLC, its Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GC FINANCE OPERATIONS LLC
By: GC Advisors LLC, its Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GCIC HOLDINGS LLC
By: Golub Capital Investment Corporation, its sole member
By: GC Advisors LLC, its Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GCIC FUNDING LLC
By: Golub Capital Investment Corporation, its sole member
By: GC Advisors LLC, its Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director

Signature Page to Amended and Restated Credit Agreement

GOLUB CAPITAL BDC 2010-1 LLC
By: GC Advisors LLC, its Collateral Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GOLUB CAPITAL BDC HOLDINGS LLC
By: GC Advisors LLC, its Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GOLUB CAPITAL PEARLS DIRECT LENDING PROGRAM, L.P.
By: GC Advisors LLC, its Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
PEARLS VIII, L.P.
By: GC Advisors LLC, its Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
PEARLS VIII, LLC
By: GC Advisors LLC, its Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director

Signature Page to Amended and Restated Credit Agreement

PEARLS IX, L.P.
By: GC Advisors LLC, its Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
PEARLS IX, LLC
By: GC Advisors LLC, its Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
SENIOR LOAN FUND LLC
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
SENIOR LOAN FUND II LLC
By: Senior Loan Fund LLC, its sole Member
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GC ADVISORS LLC AS AGENT FOR FEDERAL INSURANCE COMPANY
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director

Signature Page to Amended and Restated Credit Agreement

GC ADVISORS LLC AS AGENT FOR LINCOLN INVESTMENT SOLUTIONS, INC.
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GC ADVISORS LLC AS AGENT FOR IRONSHORE SPECIALTY INSURANCE COMPANY
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GOLUB CAPITAL MANAGEMENT CLO 2007-1, LTD
By: GOLUB CAPITAL LLC, as Collateral Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GOLUB CAPITAL PARTNERS CLO 11, LTD.
By: GC Advisors LLC, as agent
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GOLUB CAPITAL PARTNERS CLO 16, LTD.
By: GC Advisors LLC, its agent
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director

Signature Page to Amended and Restated Credit Agreement

GOLUB CAPITAL PARTNERS CLO 17, LTD.
By: GC Advisors LLC, as agent
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GOLUB CAPITAL PARTNERS CLO 18(M), LTD.
By: GC Advisors LLC, as agent
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GOLUB CAPITAL PARTNERS CLO 21(M), LTD.
By: GC Advisors LLC, as agent
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GOLUB CAPITAL PARTNERS FUNDING 2007-1 LTD.
By: Golub Capital Incorporated, as Servicer
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director
GOLUB INTERNATIONAL LOAN LTD. I
By: GOLUB CAPITAL INTERNATIONAL MANAGEMENT LLC, as Collateral Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director

Signature Page to Amended and Restated Credit Agreement

GEMS SUBSIDIARY 1 LLC
By: GEMS Fund, L.P., its sole member
By: GC Advisors LLC, its Manager
By:	/s/ Marc C. Robinson
Name: Marc C. Robinson
Title: Managing Director

Signature Page to Amended and Restated Credit Agreement

MADISON CAPITAL FUNDING LLC,
as a Lender
By:	/s/ Ashish Shah
Name: Ashish Shah
Title: Vice President
MCF CLO I LLC,
as a Lender
By:  MCF Capital Management LLC, its Collateral Manager
By:	/s/ Justin Bentley
Name: Justin Bentley
Title: Vice President
MCF CLO II LLC,
as a Lender
By:  MCF Capital Management LLC, as Collateral Manager
By:	/s/ Justin Bentley
Name: Justin Bentley
Title: Vice President
MCF CLO III LLC,
as a Lender
By:  MCF Capital Management LLC, as Collateral Manager
By:	/s/ Justin Bentley
Name: Justin Bentley
Title: Vice President

Signature Page to Amended and Restated Credit Agreement

IRONSHORE INVESTMENTS BL I LTD.,
as a Lender
By:  MCF Capital Management LLC, its Investment Advisor
By:	/s/ Justin Bentley
Name: Justin Bentley
Title: Vice President

Signature Page to Amended and Restated Credit Agreement

NXT CAPITAL, LLC,
as a Lender
By:	/s/ Daniel Green
Name: Daniel Green
Title: Vice President
NXT CAPITAL FUNDING I, LLC,
as a Lender
By:	/s/ Daniel Green
Name: Daniel Green
Title: Vice President
NXT CAPITAL CLO 2013-1, LLC,
as a Lender
By:  NXT Capital Investment Advisers, LLC, its Collateral Manager
By:	/s/ Daniel Green
Name: Daniel Green
Title: Vice President
NXT CAPITAL SLF II FUNDING, LLC,
as a Lender
By:  NXT Capital Investment Advisers, LLC, its Collateral Manager
By:	/s/ Daniel Green
Name: Daniel Green
Title: Vice President
NXT CAPITAL CLO 2014-1, LLC,
as a Lender
By:  NXT Capital Investment Advisers, LLC, its Collateral Manager
By:	/s/ Daniel Green
Name: Daniel Green
Title: Vice President

Signature Page to Amended and Restated Credit Agreement

MARANON SENIOR CREDIT FUND II-A SPV, LLC,
as a Lender
By:  Maranon Capital, L.P., its designated manager
By:  Maranon Capital Ultimate General Partner LLC, its General Partner
By:	/s/ Robert E. Kircher III
Name: Robert E. Kircher III
Title: Managing Director
MARANON SENIOR CREDIT FUND II-B SPV, LLC,
as a Lender
By:  Maranon Capital, L.P., its designated manager
By:  Maranon Capital Ultimate General Partner LLC, its General Partner
By:	/s/ Robert E. Kircher III
Name: Robert E. Kircher III
Title: Managing Director
MARANON SENIOR CREDIT IV, LLC,
as a Lender
By:  Maranon Capital, L.P., as designated advisor under power of attorney
By:  Maranon Capital Ultimate General Partner LLC, its General Partner
By:	/s/ Robert E. Kircher III
Name: Robert E. Kircher III
Title: Managing Director

Signature Page to Amended and Restated Credit Agreement

CARLYLE GMS FINANCE, INC.,
as a Lender
By:	/s/ Thomas Hennigan
Name: Thomas Hennigan
Title: Principal
NFIC SPV LLC,
as a Lender
By:	/s/ Thomas Hennigan
Name: Thomas Hennigan
Title: Principal

Signature Page to Amended and Restated Credit Agreement

ANNEX I

(Commitments and Pro Rata Shares)

Commitments and Pro Rata Shares

Lender	Revolving Commitment Amount		Pro Rata Share of Revolving Commitment	Term Loan Principal Balance(1)		Pro Rata Share of Term Loan Principal Balance
GEMS Subsidiary 1 LLC	$	0	0%	$	25,000,000.00	43.6%(2)
Golub Capital Finance Funding LLC	$	0	0%	$	21,428,248.45	See footnote 2
GC Finance Operations LLC	$	4,109,512.00	49.4%(3)	$	0	0%
GCIC Holdings LLC	$	270,380.00	See footnote 3	$	0	See footnote 2
GCIC Funding LLC	$	0	0%	$	3,357,046.18	See footnote 2
Golub Capital BDC 2010-1 LLC	$	0	0%	$	3,283,610.00	See footnote 2
Golub Capital BDC Holdings LLC	$	351,070.00	See footnote 3	$	0	0%
Golub Capital PEARLS Direct Lending Program, L.P.	$	523,360.00	See footnote 3	$	6,637,519.99	See footnote 2
PEARLS VIII, L.P.	$	259,830.00	See footnote 3	$	0	0%
PEARLS VIII, LLC	$	0	0%	$	3,222,042.22	See footnote 2
PEARLS IX, L.P.	$	216,700.00	See footnote 3	$	0	0%
PEARLS IX, LLC	$	0	0%	$	2,685,083.23	See footnote 2
Senior Loan Fund LLC	$	279,000.00	See footnote 3	$	0	0%
Senior Loan Fund II LLC	$	0	0%	$	4,526,574.46	See footnote 2

(1)The amounts set forth in this column represent the outstanding principal amount of the Term Loan as of the Closing Date, after the making of the Closing Date Term Loan on the Closing Date.

(2)The percentage expressed is a combined percentage for GCI Capital Markets LLC and its Affiliates and Related Funds holdings a portion of the Revolving Loan Commitment.

(3)The percentage expressed is a combined percentage for GCI Capital Markets LLC and its Affiliates and Related Funds holdings a portion of the Term Loan.

I-1

Lender	Revolving Commitment Amount		Pro Rata Share of Revolving Commitment	Term Loan Principal Balance(1)		Pro Rata Share of Term Loan Principal Balance
Federal Insurance Company	$	172,500.00	See footnote 3	$	2,801,501.31	See footnote 2
Lincoln Investment Solutions, Inc.	$	383,000.00	See footnote 3	$	6,225,562.29	See footnote 2
Ironshore Specialty Insurance Company	$	143,500.00	See footnote 3	$	2,334,381.34	See footnote 2
Golub Capital Management CLO 2007-1, Ltd.	$	0	0%	$	605,124.25	See footnote 2
Golub Capital Partners CLO 11, Ltd.	$	0	0%	$	3,512,718.21	See footnote 2
Golub Capital Partners CLO 16, Ltd.	$	0	0%	$	6,923,777.33	See footnote 2
Golub Capital Partners CLO 17, Ltd.	$	0	0%	$	2,854,200.63	See footnote 2
Golub Capital Partners CLO 18(M), Ltd.	$	0	0%	$	5,168,677.98	See footnote 2
Golub Capital Partners CLO 21(M), Ltd.	$	0	0%	$	3,451,913.72	See footnote 2
Golub Capital Partners Funding 2007-1, Ltd.	$	0	0%	$	3,278,536.99	See footnote 2
GOLUB INTERNATIONAL LOAN LTD. I	$	0	0%	$	3,746,899.42	See footnote 2
GCI Capital Markets LLC	$	700,050.00	See footnote 3	$	6,547,680.00	See footnote 2
Madison Capital Funding LLC	$	4,211,098.00	28.1%	$	37,882,327.49	20.7%(4)
MCF CLO I LLC	$	0	0%	$	5,779,093.56	See footnote 4
MCF CLO II LLC	$	0	0%	$	5,479,949.98	See footnote 4
MCF CLO III LLC	$	0	0%	$	5,078,815.12	See footnote 4

(4)The percentage expressed is a combined percentage for Madison Capital Funding LLC and its Affiliates and Related Funds holding a portion of the Term Loan.

I-2

Lender	Revolving Commitment Amount		Pro Rata Share of Revolving Commitment	Term Loan Principal Balance(1)		Pro Rata Share of Term Loan Principal Balance
Ironshore Investment BL I Ltd. (Madison)	$	0	0%	$	1,568,715.84	See footnote 4
NXT Capital CLO 2013-1 LLC	$	0	0%	$	4,742,910.62	19.7%(5)
NXT Capital CLO 2014-1, LLC	$	0	0%	$	5,954,895.03	See footnote 5
NXT Capital Funding I LLC	$	0	0%	$	7,163,691.39	See footnote 5
NXT Capital SLF II Funding LLC	$	0	0%	$	13,658,469.42	See footnote 5
NXT Capital, LLC	$	3,380,000.00	22.5%	$	21,792,702.35	See footnote 5
Maranon Senior Credit Fund II-A SPV, LLC	$	0	0%	$	4,134,044.87	8.6%(6)
Maranon Senior Credit Fund II-B SPV, LLC	$	0	0%	$	2,248,158.10	See footnote 6
Maranon Senior Credit IV, LLC	$	0	0%	$	16,925,128.23	See footnote 6
Carlyle GMS Finance, Inc.	$	0	0%	$	16,000,000.00	7.4%(7)
NFIC SPV LLC	$	0	0%	$	4,000,000.00	See footnote 7
TOTALS	$	15,000,000	100%	$	270,000,000	100%

(5)The percentage expressed is a combined percentage for NXT Capital, LLC and its Affiliates and Related Funds holding a portion of the Term Loan.

(6)The percentage expressed is a combined percentage for Maranon Senior Credit Fund II-A SPV, LLC and its Affiliates and Related Funds holding a portion of the Term Loan.

(7)The percentage expressed is a combined percentage for Carlyle GMS Finance, Inc. and its Affiliates and Related Funds holding a portion of the Term Loan.

I-3

Annex II

Addresses

Borrowers:

c/o The Hygenic Corporation
1245 Home Avenue
Akron, Ohio 44310
Attention:	Niels Lichti
Telephone:	1-800-321-2135
Telecopy:	(330) 633-8460

With a copy to:

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

Attention: Thomas Draper

Telecopy: 1-617-235-0024

II-1

For GCI Capital Markets LLC, as Agent and each of GEMS Subsidiary 1 LLC, Golub Capital Finance Funding LLC, GC Finance Operations LLC, GCIC Holdings LLC, GCIC Funding LLC, Golub Capital BDC 2010-1 LLC, Golub Capital BDC Holdings LLC, Golub Capital PEARLS Direct Lending Program, L.P., PEARLS VIII, L.P., PEARLS VIII, LLC, PEARLS IX, L.P., PEARLS IX, LLC, Senior Loan Fund LLC, Senior Loan Fund II LLC, Federal Insurance Company, Lincoln Investment Solutions, Inc., Ironshore Specialty Insurance Company, Golub Capital Management CLO 2007-1, Ltd., Golub Capital Partners CLO 11, Ltd., Golub Capital Partners CLO 16, Ltd., Golub Capital Partners CLO 17, Ltd., Golub Capital Partners CLO 18(M), Ltd., Golub Capital Partners CLO 21(M), Ltd., Golub Capital Partners Funding 2007-1, Ltd., GOLUB INTERNATIONAL LOAN LTD. I, and GCI Capital Markets LLC, as Lenders

Address for Notices:

c/o Golub Capital
666 Fifth Avenue, 18th Floor
New York, NY 10103
Attention:	Matthew Fulk and Nicholas Chan
Telephone:	(212) 750-6060
Telecopy:	(212) 750-5505
Email:	mfulk@golubcapital.com and nchan@golubcapital.com

With a copy to (for financial reporting only):

Attention:	Portfolio Manager — Performance Health
Email:	portfoliomanager@golubcapital.com

Address for Payments:

Bank:	Silicon Valley Bank
Address:	Santa Clara, CA
ABA #:	121-140-399
Account #:	3300896913
Account Name:	GCI Capital Markets LLC
Reference:	Performance Health

II-2

Madison Capital Funding LLC, MCF CLO I LLC, MCF CLO II LLC, MCF CLO III LLC, and Ironshore Investment BL I Ltd. (Madison), as Lenders

Address for Notices:

30 South Wacker Drive
Suite 3700
Chicago, Illinois 60606
Attention:	Account Manager — The Hygenic Corporation
Telephone:	(312) 596-6900
Telecopy:	(312) 596-6950

Address for Payments:

Bank:	JPMorgan Chase Bank, N.A.
	270 Park Avenue, New York, New York
ABA #:	021000021
Account #:	304938610
Account Name:	Madison Capital Funding LLC
Reference:	The Hygenic Corporation

II-3

NXT Capital, LLC, NXT Capital CLO 2013-1 LLC, NXT Capital CLO 2014-1, LLC, NXT Capital Funding I LLC, and NXT Capital SLF II Funding LLC

Address for Notices:

191 N. Wacker, Suite 1200
Chicago, Illinois 60606
Attention:	Amanda Ferguson and Laura Gams
Telephone:	(312) 450-8046
Telecopy:	(312) 450-8100

With a copy to:

191 N. Wacker, Suite 1200
Chicago, Illinois 60606
Attention:	Bruce Frank
Telephone:	(312) 450-8181
Telecopy:	(312) 450-8100

Address for Payments:

Bank:	Wells Fargo Bank, NA
	San Francisco, CA
ABA #:	121-000-248
Account #:	4123107187
Account Name:	NXT Capital, LLC
Reference:	The Hygenic Corporation

II-4

Maranon Senior Credit Fund II-A SPV, LLC, Maranon Senior Credit Fund II-B SPV, LLC and Maranon Senior Credit Fund IV, LLC

Address for Notices:

U.S. Bank, N.A.
1 Federal Street, 3rd Floor
Boston, MA 02110
Attention:	Maranon Senior Credit Fund (Hygenic Corporation Transaction)
Telecopy:	(866) 350-1459

With a copy to:

Maranon Senior Credit Fund
225 W. Washington Street, Suite 200
Chicago, Illinois 60606
Attention:	Robert E. Kircher III and Darin Schmalz
Telephone:	(312) 646-1203
Telecopy:	(312) 212-5454

Address for Payments:

Bank:	U.S. Bank N.A.
	Boston, MA
ABA #:	091-000-022
Account #:	104791112485
Account Name:	Maranon Senior Credit Fund
Reference:	The Hygenic Corporation

II-5

Carlyle GMS Finance, Inc.

Address for Notices:

c/o The Carlyle Group
520 Madison Avenue
New York, NY 10022
Attention:	Account Manager for Hygenic Transaction
Telephone:	(212) 813-4500
Telecopy:	(212) 813-4501

Address for Payments:

Bank:	State Street
	New York, NY 10022
ABA #:	012-000-028
Account #:	10168441
Account Name:	Carlyle GMS Finance Inc.
Reference:	CRCO

II-6

NFIC SPV LLC

Address for Notices:

c/o The Carlyle Group
520 Madison Avenue
New York, NY 10022
Attention:	Account Manager for Hygenic Transaction
Telephone:	(212) 813-4500
Telecopy:	(212) 813-4501

Address for Payments:

Bank:	Wells Fargo Bank, N.A.
ABA #:	121-000-248
Account #:	0001038377
Account Name:	Wells Fargo Corporate Trust
For Further Credit: Account #46608200 Collection Account
Attn: Kathleen Bratland 612-667-3536

II-7

Annex III

Conditions Precedent to Permitted Acquisitions

(1)           Agent and Lenders shall receive not less than ten Business Days’ prior written notice of such Acquisition, which notice shall include a reasonably detailed description of the proposed terms of such Acquisition and identify the anticipated closing date thereof;

(2)           such Acquisition shall be structured as (a) an asset acquisition by a Borrower or a Domestic Subsidiary of a Borrower, (b) a merger of the Target with and into a Borrower or a Domestic Subsidiary of a Borrower, with such Borrower or such Domestic Subsidiary as the surviving corporation in such merger, or (c) a purchase of no less than 100% of the equity interests of the Target (which shall be organized under the laws of a State within the United States) by a Borrower;

(3)           Agent and Lenders shall receive, not less than ten Business Days’ prior to the consummation of such Acquisition (or such shorter period as agreed by Agent), a due diligence package, reasonably satisfactory to them, which package shall include, without limitation, the following with regard to the Acquisition of the applicable Target:

(a)           pro forma financial projections (after giving effect to such Acquisition) for Holdings and its Subsidiaries for the current Fiscal Year or through the remaining term of this Agreement;

(b)           appraisals (if existing);

(c)           a general description of the applicable Target’s business;

(d)           (i) the Target’s competitive position within such Target’s industry and (ii) material agreements binding upon the applicable Target or any of its personal or real property and, if requested by Agent, copies of such material agreements;

(e)           pending material litigation involving the applicable Target;

(f)            jurisdiction of incorporation of the applicable Target;

(g)           a description of the method of financing the Acquisition, including sources and uses;

(h)           locations of all material personal and real property of the applicable Target, including the location of its chief executive office;

(i)            with respect to any Target that has Pro Forma EBITDA of more than $4,000,000, a quality of earnings report from a nationally recognized accounting firm reasonably acceptable to Agent; and

(j)            any other testings or material due diligence investigation with respect to such Acquisition obtained by Borrowers concerning the applicable Target;

III-1

(4)           Agent and Lenders shall receive environmental reports and related information regarding any property owned, leased or otherwise used by the applicable Target and to be acquired or assumed by a Loan Party, which shall be in form and substance reasonably satisfactory to Agent;

(5)           such Acquisition shall only involve assets located in the United States and comprising a business, or those assets of a business, of the type engaged in by Borrowers as of the Closing Date and those reasonably related or incidental thereto, and which business would not subject Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Loan Documents other than approvals applicable to the exercise of such rights and remedies with respect to Borrowers prior to such Acquisition;

(6)           the applicable Target must have had a positive Pro Forma EBITDA on a cumulative basis for the immediately preceding 12 months;

(7)           Agent and Lenders shall receive evidence that the insurance requirements set forth in Section 6.3 have been satisfied with respect to the assets and business acquired in connection with such Acquisition;

(8)           Agent, for the benefit of Agent and Lenders, (a) is granted a first priority perfected Lien (subject only to Permitted Liens) on all real and personal property being acquired pursuant to such Acquisition (and, in the case of an Acquisition involving the purchase of any applicable Target’s equity interests, all of such purchased equity interests shall be pledged to Agent for the benefit of Agent and Lenders, and such Target shall guarantee the Obligations and grant to Agent, for the benefit of Agent and Lenders, a first priority perfected Lien (subject only to Permitted Liens) on such Person’s assets) and (b) will be provided such other documents, instruments and legal opinions as Agent shall request to perfect or maintain the perfection of its Lien on all real and personal property of the applicable Target, as the case may be, all such documents to be delivered no later than 10 days after the closing of such Acquisition (or such longer period as agreed by Agent);

(9)           after giving effect to such Acquisition and the incurrence of any Loans, other Debt or Contingent Obligations in connection therewith, (a) Holdings shall be in compliance on a pro forma basis with the covenants set forth in Section 7.14 (after decreasing the then applicable compliance levels by 0.25) recomputed for the most recently ended month of Holdings for which information is available regarding the business being acquired, (b) the Senior Debt to EBITDA Ratio shall not exceed 4.50:1.00 and (c) the Total Debt to EBITDA Ratio shall not exceed 6.50:1.00;

(10)         the aggregate consideration paid in connection with all Acquisitions after the Closing Date shall not exceed $50,000,000 (for purposes hereof, consideration shall include all amounts paid or payable in connection with an Acquisition (including all transaction costs and all Debt, liabilities and Contingent Obligations incurred or assumed in connection therewith));

(11)         all material consents necessary for such Acquisition have been acquired;

(12)         promptly after obtaining knowledge thereof, Borrowers shall provide notice of any material change to any of the documents or information previously provided pursuant to clauses (1) through (11) above; and

(13)         Borrowing Availability immediately after consummation of the Acquisition shall be an amount equal to or greater than $2,000,000.

III-2

Notwithstanding the foregoing, (i) other than the foregoing conditions precedent set forth in paragraphs (2), (3)(i), (5), (6), (8), (9), (10) and (13) above, any of the foregoing conditions precedent may be waived upon the prior written consent of Agent and (ii) with respect to any Acquisition involving aggregate consideration of less than $1,500,000, the items required under clauses (3)(a), (b), (d), (f), (g) and (h), (4), (7) and (11) shall only be required if available to Borrower.

III-3

Exhibit A

Form of Assignment Agreement

This Assignment Agreement (this “Assignment Agreement”) is entered into as of            by and between the Assignor named on the signature page hereto (“Assignor”) and the Assignee named on the signature page hereto (“Assignee”).  Reference is made to the Amended and Restated Credit Agreement dated as of February 27, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among Performance Health and Wellness Holdings, Inc. and The Hygenic Corporation (“collectively, Borrowers”), the lenders party thereto from time to time, as Lenders, and GCI Capital Markets LLC, as administrative agent (“Agent”).  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.

Assignor and Assignee agree as follows:

1.             Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor the interests set forth on the schedule attached hereto, in and to Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents as of the Effective Date (as defined below).  Such purchase and sale is made without recourse, representation or warranty except as expressly set forth herein.

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

3.             Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment Agreement; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant thereto and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (iii) agrees that it will, independently and without reliance upon Agent, Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (vi) represents that on the date of this Assignment Agreement it is not presently aware of any facts that would cause it to make a claim under the Credit Agreement; and (vii) if organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States, which have been duly executed, certifying as to Assignee’s exemption from United States withholding taxes with respect to all payments to be made to Assignee under the Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty.

A-1

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

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

6.             Upon such acceptance and recording, from and after the Effective Date, Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to Assignee.  Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date with respect to the making of this assignment directly between themselves.

7.             THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

8.             This Assignment Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Assignment Agreement.  Receipt by telecopy of any executed signature page to this Assignment Agreement shall constitute effective delivery of such signature page.

A-2

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

ASSIGNOR:

By:

Title:

ASSIGNEE:

By:

Title:

[Consented to:
[GCI Capital Markets LLC,
as Agent
By:
Title:	]

[The Hygenic Corporation, as Administrative Borrower]

By:

Title:

A-3

Schedule to Assignment Agreement

Assignor:

Assignee:

Effective Date:

Amended and Restated Credit Agreement dated as of February 27, 2015 among The Hygenic Corporation, as a Borrower, the other Borrowers from time to time party thereto, the financial institutions party thereto from time to time, as Lenders, and GCI Capital Markets LLC, as Agent

Interests Assigned:

Commitment/Loan	Revolving Loan Commitment	Term Loan
Assignor Amounts	$	$
Amounts Assigned	$	$
Assignee Amounts (post-assignment)	$	$

Assignee Information:

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

A-4

Exhibit B

Form of Compliance Certificate

Please refer to the Amended and Restated Credit Agreement dated as of February 27, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among the undersigned (“Administrative Borrower”), the other Borrowers party thereto from time to time, the lenders party thereto from time to time, as Lenders, and GCI Capital Markets LLC, as administrative agent (“Agent”).  This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to Agent and Lenders pursuant to the terms of the Credit Agreement.  Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

[Enclosed herewith is a copy of the [annual audited/quarterly/monthly] report of Borrowers as at                  (the “Computation Date”), which report fairly presents in all material respects the financial condition and results of operations [(subject to the absence of footnotes and to normal year-end adjustments)] of Borrowers as of the Computation Date and has been prepared in accordance with GAAP consistently applied.]

Administrative Borrower, for itself and on behalf of each other Borrower, hereby certifies and warrants that the computations set forth on the schedule attached hereto correspond to the ratios and/or financial restrictions contained in the Credit Agreement and such computations are true and correct as at the [Computation Date] [date hereof, after giving pro forma effect to the Acquisition (and related Loans) pursuant to which this certificate is delivered].

Administrative Borrower, for itself and on behalf of each other Borrower, further certifies that no Event of Default or Default has occurred and is continuing.

Administrative Borrower has caused this Certificate to be executed and delivered by its officer thereunto duly authorized on              .

The Hygenic Corporation., as Administrative Borrower

By:

Title:

B-1

Schedule to Compliance Certificate
Dated as of                  (8)

A.	Section 7.14.1 - Maximum Senior Debt to Adjusted EBITDA Ratio
	1.	Senior Debt	$
	2.	Cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent as contemplated by Section 7.15 has been executed and is in effect (excluding from such deduction the portion of such cash and Cash Equivalents that is in excess of $15,000,000)	$
	3.	Net Senior Debt (A(1) minus A(2))	$
	4.	Consolidated Net Income	$

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

B-2

	5.	Plus:	Interest Expense	$
			income tax expense	$
			depreciation	$
			amortization	$
			management fees and expenses	$
			director’s fees and expenses	$
			Transaction expenses	$
			Transaction expenses for
			Permitted Acquisitions, or a Qualified IPO, that are consummated	$
			Transaction expenses for
			Permitted Acquisitions, or a Qualified IPO, that are not consummated up to $1,000,000 during term of Credit Agreement	$
			liquid latex and menthol procurement costs up to $500,000 (for periods through October 31, 2015)	$
			steady-state adjustments and non- recurring expenses related to specified cost initiatives and retail expenses up to $620,000, for periods through April 30, 2015	$
			non-recurring and business optimization expenses approved by Agent, not to exceed 5% of EBITDA	$
	6.	EBITDA (A(4) plus A(5))		$
	7.	Pro Forma EBITDA		$
	8.	Adjusted EBITDA (A(6) plus A(7))		$
	9.	Ratio of (3) to (8)		to 1
	10.	Maximum allowed		to 1
B.	Section 7.14.2 - Maximum Total Debt to Adjusted EBITDA Ratio
	1.	Total Debt		$

B-3

2.	Cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent as contemplated by Section 7.15 has been executed and is in effect (excluding from such deduction the portion of such cash and Cash Equivalents that is in excess of $15,000,000)	$
3.	Net Total Debt (B(1) minus B(2))	$
4.	Adjusted EBITDA (from A(8) above)	$
5.	Ratio of (3) to (4)	to 1
6.	Maximum allowed	to 1

B-4

Exhibit C

Form of Note

$ Chicago, Illinois

The undersigned (each a “Borrower” and collectively, the “Borrowers”), for value received, jointly and severally promise to pay to               (“Lender”) or its registered assigns at the principal office of GCI Capital Markets LLC (the “Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to Borrower by Lender pursuant to the Credit Agreement referred to below, such principal amount to be payable on the dates set forth in the Credit Agreement.

Borrowers further jointly and severally promise to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement.  Payments of both principal and interest are to be made in lawful money of the United States of America.

This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Amended and Restated Credit Agreement, dated as of February 27, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among Borrowers, the lenders (including Lender) party thereto from time to time and Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.

This Note is made under and governed by the laws of the State of New York.

The Hygenic Corporation

By:

Title:

[Other Borrowers]

D-1

Exhibit D

Form of Notice of Borrowing

[letterhead of Administrative Borrower]

GCI Capital Markets LLC,
as Agent
[         ]
[         ]
[         ]
Attention:  [         ]
Telephone:            [         ]
Telecopy:              [         ]

[         ]

Dear          :

Please refer to the Amended and Restated Credit Agreement dated as of February 27, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among the undersigned (“Administrative Borrower”), the other Borrowers from time to time party thereto, the financial institutions party thereto from time to time, as Lenders, and GCI Capital Markets LLC, as administrative agent (“Agent”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.  This notice is given pursuant to Section 2.2.2 of the Credit Agreement and constitutes a representation by Administrative Borrower, for itself and on behalf of each other Borrower, that the conditions specified in Section 4.2 of the Credit Agreement have been satisfied.  Administrative Borrower hereby requests a borrowing under the Credit Agreement as follows:

The aggregate amount of the proposed borrowing is $              .  The requested borrowing date for the proposed borrowing (which is a Business Day) is               ,     .  The Revolving Loans comprising the proposed borrowing are [Base Rate] [LIBOR] Loans.  The duration of the Interest Period for each LIBOR Loan made as part of the proposed Borrowing, if applicable, is            months (which shall be 1, 2, 3 or 6 months).

Administrative Borrower has caused this Notice to be executed and delivered by its officer thereunto duly authorized on              .

The Hygenic Corporation, as Administrative Borrower

By:

Title:

D-1

Exhibit E

Form of Notice of Conversion/Continuation

[letterhead of Administrative Borrower]

GCI Capital Markets LLC,
as Agent
[         ]
[         ]
[         ]
Attention:  [         ]
Telephone:            [         ]
Telecopy:              [         ]

[         ]

Dear          :

Please refer to the Amended and Restated Credit Agreement, dated as of February 27, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among the undersigned (“Administrative Borrower”), the other Borrowers from time to time party thereto, the financial institutions party thereto from time to time, as Lenders, and GCI Capital Markets LLC, as administrative agent (“Agent”).  This notice is given pursuant to Section 2.2.3 of the Credit Agreement.  Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.  Administrative Borrower hereby requests a [conversion][continuation] of [Term Loans][Revolving Loans] as follows:

The date of the proposed [conversion] [continuation] is               ,      (which shall be a Business Day).  The aggregate amount of the [Term Loans] [Revolving Loans] proposed to be [converted] [continued] is $              .  [Specify which part is to be converted and which part is to be continued, if appropriate.]  The Loans to be [continued] [converted] are [Base Rate Loans] [LIBOR Loans] and the Loans resulting from the proposed [conversion] [continuation] will be [Base Rate Loans] [LIBOR Loans].  The duration of the requested Interest Period for each LIBOR Loan made as part of the proposed [conversion] [continuation] is             months (which shall be 1, 2, 3 or, with each Lender’s consent, 6 months)].

Administrative Borrower has caused this Notice to be executed and delivered by its officer thereunto duly authorized on              .

The Hygenic Corporation, as Administrative Borrower

By:

Title:

E-1

Exhibit F

Form of Excess Cash Flow Certificate

Date:                , 20

Please refer to the Amended and Restated Credit Agreement dated as of February 27, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among the undersigned (the “Administrative Borrower”), the other Borrowers from time to time party thereto, the lenders party thereto from time to time, as Lenders, and GCI Capital Markets LLC, as administrative agent (“Agent”).  This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to Agent and Lenders pursuant to the terms of the Credit Agreement.  Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

The officer executing this Certificate is a chief financial officer of Administrative Borrower and as such is duly authorized to execute and deliver this Certificate on behalf of Administrative Borrower (for itself and on behalf of each other Borrower).  By executing this Certificate such officer hereby certifies to Agent and Lenders that:

(a)           set forth on Schedule 1 attached hereto is a correct calculation of Excess Cash Flow for the Fiscal Year ended April 30, 20   and a correct calculation of the required prepayment of

$                          ;

(b)           Schedule 1 attached hereto is based on the audited financial statements which have been delivered to Agent in accordance with Section 6.1.1 of the Credit Agreement.

IN WITNESS WHEREOF, Administrative Borrower has caused this Certificate to be executed by its chief financial officer this       day of                , 20  .

The Hygenic Corporation, as Administrative Borrower

By:

Title:

F-1

Schedule 1
to
Excess Cash Flow Certificate

Excess Cash Flow is defined as follows:

EBITDA (from item A(6) of Exhibit B)		$
Plus:	Decrease in Adjusted Working Capital	$
Less:	Scheduled principal payments made with respect to Term Loans and other permitted Debt	$
	Voluntary principal prepayments made with respect to Term Loans	$
	Cash payments (not financed with the proceeds of Debt other than Revolving Loans) made in such period with respect to Capital Expenditures	$
	Federal, state, local and foreign income taxes paid in cash (net of cash refunds)	$
	Interest Expense with respect to permitted Debt paid in cash	$
	Management fees and expenses paid in cash to Sponsor and Affiliates to the extent permitted under Section 7.4	$
	Directors fees and expenses paid in cash to the extent permitted under Section 7.4	$
	Transaction costs and cash expenses associated with Related Transactions	$
	Transaction expenses for Permitted Acquisitions, or a Qualified IPO, that are consummated (not financed with the proceeds of equity issuances, contributions to capital or Debt other than Revolving Loans)	$
	Transaction expenses for Permitted Acquisitions, or a Qualified IPO, that are not consummated up to $1,000,000 during the term of Credit Agreement	$
	Liquid latex and menthol procurement costs that have been added back in the calculation of EBITDA, for the period from May 1, 2015 through October 31, 2015	$
	Non-recurring and business optimization expenses that have been added back in the calculation of EBITDA	$
	Increase in Adjusted Working Capital	$
Excess Cash Flow		$
Total Debt to EBITDA Ratio (from item B(5) of Exhibit B)		: 1

F-2

Prepayment percent		%
Prepayment amount	$

F-3

Decrease (increase) in Adjusted Working Capital, for the purposes of the calculation of Excess Cash Flow, means the following:

		Beg. of Period	End of Period
Consolidated current assets:		$	$
Less:	cash
	cash equivalents
Adjusted current assets		$	$
Consolidated current liabilities:		$	$
Less:	short-term Debt (including current portion of long-term Debt)
Adjusted current liabilities		$	$
Adjusted Working Capital (adjusted consolidated current assets minus adjusted consolidated current liabilities)		$	$
Decrease (Increase) in Adjusted Working Capital (beginning of period minus end of period Adjusted Working Capital)			$

F-4

Exhibit G

Form of Borrower Joinder Agreement

This Borrower Joinder Agreement (this “Borrower Joinder Agreement”) is made as of the      day of            , 20   by and among                   , a[n]                [corporation] [limited liability company] (the “New Borrower”), [              ] and [              ] (collectively, the “Existing Borrowers”), and each other Loan Party (collectively, together with the Existing Borrowers, the “Existing Loan Parties”), and GCI Capital Markets LLC, as agent (in such capacity, the “Agent”) for the Lenders referred to below.

WHEREAS, the Existing Borrowers, the lenders from time to time party thereto (the “Lenders”) and Agent executed that certain Amended and Restated Credit Agreement, dated as of February 27, 2015 (as amended or modified prior to the date hereof, the “Credit Agreement”), pursuant to which the Agent and Lenders have agreed to make available to the Existing Borrowers certain financial accommodations, including letters of credit (collectively, the “Loans”);

WHEREAS, the New Borrower has been created or acquired and wishes to request and receive Loans available to Borrowers under the Credit Agreement as set forth therein and, as a result of the foregoing and in accordance with Section 1.3 of the Credit Agreement, New Borrower desires to become a Borrower and a joint and several co-obligor under the Credit Agreement and the other Loan Documents; and

WHEREAS, the New Borrower, the Existing Loan Parties and the Agent have agreed to execute this Borrower Joinder Agreement and to cause the New Borrower to become a Borrower under the Credit Agreement;

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.             Pursuant to Section 1.3 of the Credit Agreement, the New Borrower is executing this Borrower Joinder Agreement in order to become a Borrower under the Credit Agreement.  By executing this Borrower Joinder Agreement, the New Borrower agrees that it shall (i) become a party to the Credit Agreement as if an original signatory thereto, (ii) be bound by all of the provisions of the Credit Agreement as if an original signatory thereto, and (iii) be considered a Borrower for all purposes of the Credit Agreement and have the rights and obligations of a Borrower thereunder.

2.             The New Borrower’s contact information for notice for purposes of Section 10.2 of the Credit Agreement is as described in its signature block hereto.

3.             The New Borrower (a) confirms that it has received a copy of the Credit Agreement, together with copies of all other documents and information as it has deemed appropriate to make its own decision to enter into this Borrower Joinder Agreement, (b) agrees that it will perform in accordance with all of the obligations and comply with all of the covenants that by the terms of Credit Agreement and the other Loan Documents are required of it as a Borrower thereunder, (c) confirms that the representations and warranties contained in the Credit Agreement and in any other Loan Document applicable to a Borrower are true and correct in all material respects with respect to New Borrower with the same effect as of the date hereof (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (d) authorizes VTS, as Borrowing Agent, to act in such capacity on its behalf under the Credit Agreement.

G-1

4.             In order to confirm the New Borrower’s grant of a security interest to the Agent, for itself and the ratable benefit of each Lender and the Issuer, pursuant to Section 6.8 of the Credit Agreement, to secure the payment and performance of the Obligations under the Credit Agreement, the New Borrower hereby grants and pledges to the Agent, for itself and the ratable benefit of each Lender and the Issuer, a continuing security interest in and a pledge of all of the New Borrower’s Collateral, whether now owned or existing or hereafter acquired or arising and wherever located.

5.             Attached hereto as Exhibit A are supplemental Schedules to the Credit Agreement to reflect the addition of the New Borrower.  As of the effective date of this Borrower Joinder Agreement, such Schedules shall become a part of the Schedules to the Credit Agreement for all purposes hereof and thereof.

6.             As a condition precedent to the effectiveness of this Borrower Joinder Agreement, (a) New Borrower shall execute and deliver a joinder to the Guarantee and Collateral Agreement that is reasonably acceptable to Agent in form and content, (b) New Borrower shall deliver such other Collateral Documents that are applicable to New Borrower and requested by Agent, and (c) if requested by any Lender, the Loan Parties shall deliver to the Agent new Notes reflecting all Borrowers.

7.             This Borrower Joinder Agreement shall inure to the benefit of each party hereto and each such party’s respective successors and assigns; provided that any assignment by any Borrower (including the New Borrower) of its rights hereunder shall be void.

8.             Each of the Existing Loan Parties fully consents to the New Borrower becoming a Borrower under the Credit Agreement.

9.             This Borrower Joinder Agreement shall constitute a Loan Document.

10.          THIS BORROWER JOINDER AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

11.          This Borrower Joinder Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Receipt by facsimile or other electronic transmission of any executed signature page to this Borrower Joinder Agreement shall constitute effective delivery of such signature page.  This Borrower Joinder Agreement to the extent signed and delivered by means of a facsimile machine or other electronic transmission (including “pdf”), shall be treated in all manner and respects and for all purposes as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

[Signatures Follow]

G-2

IN WITNESS WHEREOF, each of the undersigned has caused this Borrower Joinder Agreement to be executed by its duly authorized officer(s) thereunto duly authorized as of the day and year first above written.

NEW BORROWER:
[	]
Name:
Title:
By:
[		]
[		]
[		]
Attention: [		]
Telephone: [		]
Telecopier: [		]
Email: [		]
AGENT:
GCI CAPITAL MARKETS LLC
Name:
Title:
By:

G-3

EXISTING LOAN PARTIES:
[	]
Name:
Title:
By:
[	]
Name:
Title:
By:
[Other Loan Parties]
Name:
Title:
By:

G-4

EXHIBIT A

SUPPLEMENTAL SCHEDULES

[To be provided by Loan Parties.]

G-5

EX-10.17

Exhibit 10.17

SECOND LIEN CREDIT AGREEMENT

dated as of February 27, 2015

Among

THE HYGENIC CORPORATION

as a Borrower,

THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO,

THE LENDERS PARTY HERETO,

as Lenders,

and

ARES CAPITAL CORPORATION,

as Agent, Lead Arranger and Sole Bookrunner

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE AGENT PURSUANT TO OR IN CONNECTION WITH THIS CREDIT AGREEMENT, THE TERMS OF THIS CREDIT AGREEMENT, AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT DATED AS OF FEBRUARY 27, 2015 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BETWEEN GCI CAPITAL MARKETS LLC, AS THE FIRST LIEN AGENT AND ARES CAPITAL CORPORATION, AS THE SECOND LIEN AGENT.   IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS CREDIT AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.

TABLE OF CONTENTS

			Page
Section 1.	Definitions; Interpretation		1
1.1.	Definitions		1
1.2.	Interpretation		16
1.3.	Addition of Borrowers		16
Section 2.	Credit Facilities		17
2.1.	Commitments		17
	2.1.1.	Term Loan Commitments	17
	2.1.2.	Request for Increase of Term Loans	17
2.2.	Loan Procedures		19
	2.2.1.	Loan Types	19
	2.2.2.	[Intentionally Omitted]	19
	2.2.3.	Conversion; Continuation	19
2.3.	[Intentionally Omitted]		19
2.4.	Commitments Several		19
2.5.	Certain Conditions		20
2.6.	Loan Accounting		20
	2.6.1.	Recordkeeping	20
	2.6.2.	Notes	20
2.7.	Interest		20
	2.7.1.	Interest Rates	20
	2.7.2.	Interest Payment Dates	20
	2.7.3.	Setting and Notice of LIBOR Rates	21
	2.7.4.	Computation of Interest	21
2.8.	Fees		21
	2.8.1.	Agent Fees and Lender Fees	21
	2.8.2.	Call Premium	21
2.9.	[Intentionally Omitted]		22
2.10.	Prepayment		22
	2.10.1.	Voluntary Prepayment	22
	2.10.2.	Mandatory Prepayment	22
	2.10.3.	All Prepayments	23
2.11.	Repayment		23

i

2.12.	Payment		23
	2.12.1.	Making and Settlement of Payments	23
	2.12.2.	Application of Payments and Proceeds	23
	2.12.3.	Payment Dates	25
	2.12.4.	Set-off	25
	2.12.5.	Proration of Payments	25
2.13.	Joinder and Joint and Several Liability		25
	2.13.1.	Joint and Several	25
	2.13.2.	Waivers by Borrowers	26
	2.13.3.	Benefit of Joint and Several Obligations	26
	2.13.4.	Subordination of Subrogation, Etc.	26
	2.13.5.	Election of Remedies	26
	2.13.6.	Limitation	27
	2.13.7.	Contribution with Respect to Guaranty Obligations	27
	2.13.8.	Liability Cumulative	28
2.14.	Appointment of Hygenic as Administrative Borrower		28
Section 3.	Yield Protection		28
3.1.	Taxes		28
3.2.	Increased Cost		30
3.3.	Inadequate or Unfair Basis		31
3.4.	Change in Law		31
3.5.	Funding Losses		31
3.6.	Manner of Funding; Alternate Funding Offices		32
3.7.	Mitigation of Circumstances; Replacement of Lenders		32
3.8.	Conclusiveness of Statements; Survival		33
Section 4.	Conditions Precedent		33
4.1.	Credit Extension		33
	4.1.1.	Capitalization	33
	4.1.2.	Initial Loans	33
	4.1.3.	Prior Debt	33
	4.1.4.	Related Transactions	33
	4.1.5.	Fees	33
	4.1.6.	Delivery of Loan Documents	34
	4.1.7.	Certain Financial Tests	35
	4.1.8.	Representations	35
	4.1.9.	No Events of Default	35

ii

Section 5.	Representations and Warranties		35
5.1.	Organization		35
5.2.	Authorization; No Conflict		36
5.3.	Validity; Binding Nature		36
5.4.	Financial Condition		36
5.5.	No Material Adverse Change		36
5.6.	Litigation		37
5.7.	Ownership of Properties; Liens		37
5.8.	Capitalization		37
5.9.	Pension Plans		37
5.10.	Investment Company Act		38
5.11.	No Default		38
5.12.	Margin Stock		38
5.13.	Taxes		38
5.14.	Solvency		38
5.15.	Environmental Matters		38
5.16.	Insurance		39
5.17.	Information		39
5.18.	Intellectual Property		39
5.19.	[Reserved]		39
5.20.	Labor Matters		39
5.21.	Related Agreements		40
Section 6.	Affirmative Covenants		40
6.1.	Information		40
	6.1.1.	Annual Report	41
	6.1.2.	Interim Reports	41
	6.1.3.	Compliance Certificate	41
	6.1.4.	Reports to SEC and Shareholders	41
	6.1.5.	Notice of Default; Litigation; ERISA Matters	41

iii

	6.1.6.	[Reserved]	42
	6.1.7.	Management Report	42
	6.1.8.	Projections	42
	6.1.9.	First Lien Obligations Notices	43
	6.1.10.	Updated Schedules to Guarantee and Collateral Agreement	43
	6.1.11.	Other Information	43
6.2.	Books; Records; Inspections		43
6.3.	Maintenance of Property; Insurance		43
6.4.	Compliance with Laws; Payment of Taxes and Liabilities		44
6.5.	Maintenance of Existence		44
6.6.	Employee Benefit Plans		45
6.7.	Environmental Matters		45
6.8.	Further Assurances		45
6.9.	Interest Rate Protection		46
6.10.	Post-Closing Undertakings		46
Section 7.	Negative Covenants		46
7.1.	Debt		47
7.2.	Liens		48
7.3.	[Reserved.]		49
7.4.	Restricted Payments		49
7.5.	Mergers; Consolidations; Asset Sales		51
7.6.	Modification of Organizational Documents		51
7.7.	Use of Proceeds		52
7.8.	Transactions with Affiliates		52
7.9.	Inconsistent Agreements		52
7.10.	Business Activities		52
7.11.	Investments		52
7.12.	Restriction of Amendments to Certain Documents		53
7.13.	Fiscal Year		53

iv

7.14.	Financial Covenants		54
	7.14.1.	Total Debt to EBITDA Ratio	54
	7.14.2.	[Reserved.]	55
	7.14.3.	Cure Rights	55
7.15.	Bank Accounts		56
7.16.	Acquisition of First Lien Obligations		56
7.17.	Anti-Layering		56
Section 8.	Events of Default; Remedies		56
8.1.	Events of Default		56
	8.1.1.	Non-Payment of Credit	57
	8.1.2.	Default Under Other Debt	57
	8.1.3.	Bankruptcy; Insolvency	57
	8.1.4.	Non-Compliance with Loan Documents	57
	8.1.5.	Representations; Warranties	58
	8.1.6.	Pension Plans	58
	8.1.7.	Judgments	58
	8.1.8.	Invalidity of Collateral Documents	58
	8.1.9.	Invalidity of Intercreditor Provisions	58
	8.1.10.	Change of Control	58
	8.1.11.	Activities of Holdings	58
8.2.	Remedies		59
Section 9.	Agent		59
9.1.	Appointment; Authorization		59
9.2.	Delegation of Duties		59
9.3.	Limited Liability		60
9.4.	Reliance		60
9.5.	Notice of Default		60
9.6.	Credit Decision		61
9.7.	Indemnification		61
9.8.	Agent Individually		62
9.9.	Successor Agent		62
9.10.	Collateral and Guarantee Matters		62
9.11.	First Lien Obligations and Subordinated Debt		63

v

9.12.	Actions in Concert		63
Section 10.	Miscellaneous		63
10.1.	Waiver; Amendments		63
10.2.	Notices		64
10.3.	Computations		65
10.4.	Costs; Expenses		65
10.5.	Indemnification by Borrowers		65
10.6.	Marshaling; Payments Set Aside		66
10.7.	Nonliability of Lenders		66
10.8.	Assignments; Participations		67
	10.8.1.	Assignments	67
	10.8.2.	Participations	68
10.9.	Confidentiality		69
10.10.	Captions		69
10.11.	Nature of Remedies		69
10.12.	Counterparts		70
10.13.	Severability		70
10.14.	Entire Agreement		70
10.15.	Successors; Assigns		70
10.16.	Governing Law		70
10.17.	Forum Selection; Consent to Jurisdiction		71
10.18.	Waiver of Jury Trial		71
10.19.	Patriot Act		71

Annexes

Annex ICommitments and Pro Rata Shares

Annex IIAddresses

Annex IIIConditions Precedent to Permitted Acquisition

vi

Exhibits

Exhibit AForm of Assignment Agreement

Exhibit BForm of Compliance Certificate

Exhibit CForm of Note

Exhibit DForm of Conversion/Continuation Notice

Exhibit EForm of Excess Cash Flow Certificate

Exhibit FForm of Borrower Joinder Agreement

Schedules

Schedule 4.13Prior Debt

Schedule 5.6Litigation

Schedule 5.7Ownership of Properties; Liens

Schedule 5.8Capitalization

Schedule 5.16Insurance

Schedule 5.20Labor Matters

Schedule 7.1Existing Debt

Schedule 7.2Existing Liens

Schedule 7.11Existing Investments

Schedule 7.15Bank Accounts

vii

SECOND LIEN CREDIT AGREEMENT

This Second Lien Credit Agreement (as amended, restated or otherwise modified from time to time, this “Agreement”) dated as of February 27, 2015 among The Hygenic Corporation, a Delaware corporation (“Hygenic”; Hygenic, together with such other Persons joined to this Agreement as borrowers in accordance with Section 1.3 hereof, each a “Borrower” and collectively the “Borrowers”), the financial institutions party hereto from time to time (“Lenders”) and Ares Capital Corporation (in its individual capacity, “Ares”), as Agent for all Lenders.

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Section 1.Definitions; Interpretation.

1.1.Definitions.

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

Acceleration Event means the occurrence of any of the following: (i) an Event of Default under Section 8.1.3; (ii) an Event of Default under Section 8.1.1 and the termination of the Commitments pursuant to Section 8.2; or (iii) any other Event of Default under Section 8.1 and the election by the Required Lenders to declare the Obligations to be due and payable.

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

Account Debtor means any Person who is obligated to any Borrower or any Subsidiary with respect to any Account.

Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

Adjusted EBITDA means, for any period, the sum of EBITDA for such period plus Pro Forma EBITDA attributable to Permitted Acquisitions consummated after the Closing Date (but only that portion of Pro Forma EBITDA attributable to the portion of such period that occurred prior to the date of consummation of such Permitted Acquisition).

Adjusted Working Capital means the remainder of (a) the consolidated current assets of Holdings, and the Subsidiaries minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of Holdings and the Subsidiaries minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of Holdings and the Subsidiaries included in such consolidated current liabilities.

Administrative Borrower has the meaning set forth in Section 2.14.

Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any executive officer or director of such Person and (c) with respect to any Lender, any entity administered or managed by such Lender or an Affiliate or investment advisor thereof which is engaged in making, purchasing, holding or otherwise

investing in commercial loans.  A Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote 15% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.  Unless expressly stated otherwise herein, neither Agent nor any Lender shall be deemed an Affiliate of any Loan Party.  For purposes of this Agreement, (i) Note Funding 1892, LLC, and any other Person designated from time to time in writing to Agent by such Person so long as such designation is made in connection with an assignment or proposed assignment of loans and commitments hereunder to such other designated Person and such other designated Person has a comparable affiliation with the entities described in clause (ii) as the assigning Person and is reasonably acceptable to Agent, on the one hand, and (ii) Maranon Senior Credit Fund II-A SPV, LLC, Maranon Senior Credit Fund II-B SPV, LLC and Maranon Senior Credit IV, LLC, and any other Person designated from time to time in writing to Agent by any such Person so long as such designation is made in connection with an assignment or proposed assignment of loans and commitments hereunder to such other designated Person and such other designated Person has a comparable affiliation with the entities described in clause (i) as the assigning Person and is reasonably acceptable to Agent, on the other hand, shall not be deemed Affiliates or Approved Funds of the other, nor shall the Person described in the foregoing clause (i), on the one hand, and the Persons described in the foregoing clause (ii), on the other hand, be deemed members of the same Lender Group, so long as, in each case described in the foregoing clauses (i) and (ii), they maintain managerial independence from the other.

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

Agreement has the meaning set forth in the Preamble.

Applicable Margin means, with respect to Term Loans that are (a) LIBOR Rate Loans, eight and three-quarters percent (8.75%) and (b) Base Rate Loans, seven and three quarters percent (7.75%).

Approved Fund means (a) any fund, trust, loan pool or similar entity that is or promptly will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business and is advised, administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, (iii) the same investment advisor that manages a Lender or (iv) an Affiliate of an investment advisor that manages a Lender or (b) any finance company, insurance company or other financial institution which temporarily warehouses loans for any Lender or any Person described in clause (a) above.

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

Base Rate means, for any day, the greatest of (i) the per annum rate of interest which is identified as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal (or, if such rate ceases to be so published, as quoted from such other generally available and recognizable source as Agent may select), (ii) the sum of the Federal Funds Rate plus 0.5%, (iii) the sum of (a) the applicable LIBOR Rate for such day, provided that for the purposes of this clause, the Interest Period referenced in the definition of LIBOR Rate shall be assumed to be 1 month and the rate for each day in any month shall be the applicable rate as of the first Business Day of such month, and (b) the difference of (1) the then effective Applicable Margin for LIBOR Loans minus (2) the then effective Applicable Margin for Base Rate Loans and (iv) 2.00% per annum.  Any change in the Base Rate due to a change in such Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in such Prime Rate or the Federal Funds Rate.

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Base Rate Loan means any Loan which bears interest at or by reference to the Base Rate.

Borrower and Borrowers has the meaning set forth in the Preamble.

Borrower Joinder Agreement means a Borrower joinder agreement in substantially the form of Exhibit F.

Business Day means any day on which commercial banks are open for commercial banking business in New York, New York, and, in the case of a Business Day which relates to a LIBOR Loan, on which dealings are carried on in the London interbank eurodollar market.

Call Premium has the meaning set forth in Section 2.8.4.

Capital Expenditures means all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of Holdings and the Subsidiaries, but excluding (i) expenditures made in connection with the acquisition, replacement, substitution or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored, (b) with cash awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced or (c) with cash proceeds of Dispositions that are reinvested in accordance with this Agreement and (ii) expenditures made to fund the purchase price for assets acquired in a Permitted Acquisition.

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

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

Change of Control means:

(a)at any time prior to a Qualified IPO, (i) Sponsor and its Investment Affiliates shall collectively cease to, directly or indirectly, (x) own and control at least 51% of the outstanding equity interests of Holdings (after giving effect to the Related Transactions) or (y) possess the right to elect (through contract, ownership of voting securities or otherwise) at all times a majority of the board of directors (or similar governing body) of Holdings and to direct the management policies and decisions of Holdings, (ii) a majority of Holdings’ board of directors (or similar governing body) shall cease to consist of the directors (or similar parties) of

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Holdings on the Closing Date (after giving effect to the Related Transactions) and other directors (or similar parties) whose nomination for election to Holdings’ board of directors (or similar governing body) is recommended by at least a majority of the foregoing described directors (or similar parties), (iii) Holdings shall cease to directly or indirectly own and control 100% of each class of the outstanding equity interests of each Borrower, (iv) except pursuant to a transaction expressly permitted hereunder and except with respect to directors’ qualifying shares (where applicable), any Borrower shall cease to, directly or indirectly, own and control 100% of each class of the outstanding equity interests of each Subsidiary of such Borrower, or (v) a “Change of Control” or other similar event shall occur, as defined in, or under, the First Lien Documents; and

(b)at any time after a Qualified IPO, (i) any “person” or “group” (within the meaning of Rules 13d and 13d-5 under the Exchange Act as in effect on the Closing Date), other than Sponsor and its Investment Affiliates, is or becomes the direct or indirect beneficial owner (within the meaning of Rule 13d-5 of the Exchange Act, as in effect on the Closing Date) of more than 35% of the outstanding equity interests of Holdings, (ii) Holdings shall cease to directly or indirectly own and control 100% of each class of the outstanding equity interests of each Borrower, (iii) except pursuant to a transaction expressly permitted hereunder and except with respect to directors’ qualifying shares (where applicable), any Borrower shall cease to, directly or indirectly, own and control 100% of each class of the outstanding equity interests of each Subsidiary of such Borrower, or (iv) a “Change of Control” or other similar event shall occur, as defined in, or under, the First Lien Debt Documents.

Closing Date means the date on which all conditions precedent set forth in Section 4.1 have been satisfied (or waived in accordance with the terms hereof) and Lenders make the Term Loans hereunder.

Closing Date Dividend means dividend payments by Hygenic to Holdings (and contemporaneously by Holdings to its shareholders) on the Closing Date or within one Business Day thereafter in an aggregate amount not to exceed $134,000,000.

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

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

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

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

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

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Computation Period means each period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter, commencing with the period of four consecutive Fiscal Quarters ending on April 30, 2015.

Consolidated Net Income means, with respect to Holdings and the Subsidiaries for any period, the consolidated net income (or loss) of Holdings and the Subsidiaries for such period, excluding (i) consolidated net income of any Person for any period prior to such Person becoming a Subsidiary, (ii) any gains or losses from Dispositions, (iii) any extraordinary gains or extraordinary losses, (iv) any gains or losses from discontinued operations, and (v) any net income of a Person in which a Loan Party has an Investment but is not a Subsidiary (except to extent of amounts received by such Loan Party in respect of such Investment in cash).

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

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

Conversion/Continuation Notice means a notice in substantially the form of Exhibit D.

Cure Notice has the meaning set forth in Section 7.14.3.

Debt of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person as lessee under Capital Leases which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (d) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business), (e) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such Person (with the amount thereof being measured as the fair market value of such property), (f) all obligations, contingent or otherwise, with respect to letters of credit (whether or not drawn), banker’s acceptances and surety bonds issued for the account of such Person (including the Letters of Credit), (g) all Hedging Obligations of such Person, (h) all Contingent Obligations of such Person, (i) all non-compete payment obligations, earn-outs, and similar obligations, (j) all indebtedness of any partnership of which such Person is a general partner (except to the extent the terms of such indebtedness expressly provide that such Person is not liable therefor), and (k) all obligations of such Person under any synthetic lease transaction, where such obligations are considered borrowed money indebtedness for tax purposes but the transaction is classified as an operating lease in accordance with GAAP.

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

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Defaulting Lender means any Lender that (i) has (or its corporate parent has) admitted in writing that it is insolvent or (ii) has (or its corporate parent has) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment (unless, Borrowers and Agent are reasonably satisfied that such Lender intends, and has the financial wherewithal and all approvals required to enable it, to continue to perform its obligations hereunder as a Lender).

Disposition means, as to any asset or right of any Loan Party, (a) any sale, lease, assignment or other transfer (other than to a Borrower or Wholly-Owned Domestic Subsidiary of a Borrower), (b) any loss, destruction or damage thereof or (c) any condemnation, confiscation, requisition, seizure or taking thereof, in each case excluding (i) Dispositions in any Fiscal Year, the Net Cash Proceeds of which do not in the aggregate exceed $1,100,000, (ii) the sale or other transfer of Inventory and equipment in the ordinary course of business, and (iii) dispositions under clauses (i) and (iii) of Section 7.5(b).

Discharge of First Lien Obligations shall have the meaning assigned to it under the Intercreditor Agreement.

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

Domestic Subsidiary means any Subsidiary that is incorporated or organized under the laws of a State within the United States of America or the District of Columbia.

EBITDA means, for any period, Consolidated Net Income for such period plus, to the extent deducted in determining such Consolidated Net Income for such period, (i) Interest Expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) management fees and out-of pocket expenses incurred in connection with the management of Borrowers paid to Sponsor or its Affiliate to the extent permitted under Section 7.4, (v) directors’ fees and actual out-of pocket expenses incurred in connection with attending board of director meetings to the extent permitted under Section 7.4, (vi) transaction fees and expenses incurred in connection with the closing hereunder and the consummation of the Related Transactions on the Closing Date up to an aggregate amount of $7,250,000 during the term of this Agreement, (vii) transaction fees and expenses incurred in connection with Permitted Acquisitions, or a Qualified IPO, consummated after the Closing Date, (viii) transaction fees and expenses incurred in connection with Permitted Acquisitions, or a Qualified IPO, that are not consummated up to an aggregate amount of $1,000,000 during the term of this Agreement, (ix) for periods through October 31, 2015, (I) actual costs per unit in excess of $1.00 / pound (if any) to procure liquid latex and (II) actual costs per unit in excess of $17.00 / kg (if any) to procure menthol, in an aggregate amount for this clause (ix) not to exceed $500,000 during the term of this Agreement, (x) for periods through April 30, 2015, steady-state adjustments and non-recurring expenses related to cost initiatives for Cramer brands and products, retail steady-state adjustments, and North American retail restructuring expenses, in an aggregate amount for this clause (x) not to exceed $620,000 during the term of this Agreement, and (xi) non-recurring and business optimization expenses that (A) have been approved by (x) prior to the Discharge of First Lien Obligations, the First Lien Agent in its reasonable discretion, and (y) from and after the Discharge of First Lien Obligations, Agent in its reasonable discretion and (B) do not exceed for any Computation Period the amount that is equal to five percent (5%) of EBITDA for such Computation Period prior to giving effect to the addback set forth in this clause (xi); provided, that notwithstanding anything to the contrary contained herein, (x) for the period commencing on January 1, 2015 and ending on the Closing Date, EBITDA shall be EBITDA of Holdings and its Subsidiaries for such period, as adjusted in a manner consistent with the adjustments to EBITDA reflected in EBITDA for the months set forth below and (y) for each of the calendar months set forth below, EBITDA shall be deemed to be the amount set forth below opposite such month:

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Calendar Month	EBITDA
January, 2014	$	4,375,000
February, 2014	$	4,596,000
March, 2014	$	5,896,000
April, 2014	$	5,399,000
May, 2014	$	6,009,000
June, 2014	$	3,532,000
July, 2014	$	4,659,000
August, 2014	$	5,598,000
September, 2014	$	6,036,000
October, 2014	$	4,466,000
November, 2014	$	4,572,000
December, 2014	$	4,953,000

ECF Percentage means, for any Fiscal Year, 50% if the Total Debt to EBITDA Ratio equals or exceeds 4.0:1.0 as of the last day of such Fiscal Year; and 25% if the Total Debt to EBITDA Ratio is less than 4.0:1.0 as of the last day of such Fiscal Year.

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

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

Equity Cure Right has the meaning set forth in Section 7.14.3.

Equity Cure Securities has the meaning set forth in Section 7.14.3.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

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

Excess Cash Flow means, for any period, the remainder of (a) the sum of (i) EBITDA for such period, plus (ii) any net decrease in Adjusted Working Capital during such period, minus (b) the sum, without duplication, of (i) scheduled repayments of principal of Term Loans and other Debt of Holdings and the Subsidiaries (in respect of Debt permitted in accordance with Section 7.1) made during such period, plus (ii) cash payments (not financed with the proceeds of Debt other than Revolving Loans (as defined in the First Lien Loan Agreement)) made in such period with respect to Capital Expenditures, plus (iii) all federal, state, local and foreign income taxes paid in cash by Borrowers and the Subsidiaries, or paid in cash by Holdings with the proceeds of the tax distributions by Borrowers permitted under Section 7.4, during such period, net of any federal, state, local or foreign income tax refunds received in cash by Holdings and the Subsidiaries in such period, plus (iv) all Interest Expense in respect of Debt permitted in accordance with Section 7.1 paid in cash by Holdings and the Subsidiaries during such period, plus (v) management fees and expenses incurred in connection with the management of Borrower and paid in cash to Sponsor and its Affiliates during such period to the extent permitted under Section 7.4,

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plus (vi) directors’ fees and expenses incurred in connection with attending board of director meetings and paid in cash during such period to the extent permitted under Section 7.4, plus (vii) transaction fees and expenses incurred in connection with Permitted Acquisitions, or a Qualified IPO, that are consummated (to the extent not financed with the proceeds of equity issuances, contributions to capital or Debt other than Revolving Loans (as defined in the First Lien Loan Agreement)), plus (viii) transaction fees and expenses incurred in connection with Permitted Acquisitions, or a Qualified IPO that are not consummated up to an aggregate amount of $1,000,000 during the term of this Agreement (in the case of the foregoing clauses (iii) through (viii), only to the extent such amounts are added back to Consolidated Net Income in the calculation of EBITDA for such period), plus (ix) liquid latex and menthol procurement costs during the period from May 1, 2015 through October 31, 2015 that have been paid in cash and added back to Consolidated Net Income in the calculation of EBITDA for such period, plus (x) non-recurring and business optimization expenses that have been paid in cash and added back to Consolidated Net Income in the calculation of EBITDA for such period, plus (xi) any net increase in Adjusted Working Capital during such period, plus (xii) the amount of Permitted Acquisition payments made during such period and funded with internally generated cash of the Loan Parties or Revolving Loans (as defined in the First Lien Loan Agreement) (and not with the proceeds of Debt (other than Revolving Loans) or equity securities).

Excess Cash Flow Certificate means a certificate substantially in the form of Exhibit E.

Exchange Act means the Securities Exchange Act of 1934.

Extraordinary Receipt means any cash received by or paid to or for the account of any Loan Party not in the ordinary course of business (and not consisting of proceeds described in any of Section 2.10.2(a)(i) and Section 2.10.2 (a)(ii)) from indemnification payments or purchase price adjustments made in connection any Acquisition or from tax refunds; provided, that Extraordinary Receipt shall exclude (a) working capital adjustments in connection with any Acquisition, (b) any single or related series of amounts received in an aggregate amount less than $1,100,000, and (c) indemnification payments received by any Loan Party pertaining to any Acquisition to the extent that the amounts so received are applied (within 180 days of receipt) for the purpose of remedying the condition giving rise to the claim for indemnification.

FATCA means Sections 1471 through 1474 of the IRC and any regulations or official interpretations thereof (including any Revenue Ruling, Revenue Procedure, Notice or similar guidance issued by the Internal Revenue Service thereunder as a precondition to relief or exemption from Taxes under such provisions).

Federal Funds Rate means, for any day, a rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the rate published by the Federal Reserve Bank of New York on the preceding Business Day or, if no such rate is so published, the average rate per annum, as determined by Agent, quoted for overnight Federal Funds transactions last arranged prior to such day.

Fee Letter means that certain letter dated as of the Closing Date by Ares to the Borrower Representative.

Financial Covenant Cure Amount has the meaning set forth in Section 7.14.3.

Financial Covenant Default has the meaning set forth in Section 7.14.3.

First Lien Agent has the meaning assigned to such term in the Intercreditor Agreement.

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First Lien Collateral Documents has the meaning assigned to such term in the Intercreditor Agreement

First Lien Documents has the meaning assigned to such term in the Intercreditor Agreement First Lien Lenders has the meaning assigned to such term in the Intercreditor Agreement

First Lien Loan Agreement has the meaning assigned to such term in the Intercreditor Agreement.

First Lien Obligations has the meaning assigned to such term in the Intercreditor Agreement.

Fiscal Quarter means a fiscal quarter of a Fiscal Year of Holdings and the Subsidiaries (such fiscal quarters of Holdings and the Subsidiaries ending on January 31, April 30, July 31 and October 31 of each Fiscal Year).

Fiscal Year means the fiscal year of Holdings and the Subsidiaries, which period shall be the 12-month period ending on April 30 of each year.

Foreign Subsidiary means any Subsidiary that is not incorporated or organized under the laws of a State within the United States of America or the District of Columbia.

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

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

Golub means GCI Capital Markets LLC.

Guarantee and Collateral Agreement means the Guarantee and Collateral Agreement dated as of the Closing Date by each Loan Party signatory thereto in favor of Agent and Lenders, as amended, restated or otherwise modified from time to time.

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

Hedging Obligation means, with respect to any Person, any net liability of such Person under any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices.  The amount of any Person’s obligation in respect of any Hedging Obligation shall be deemed to be the net amount payable by such Person upon the termination thereof.

Holdings means Performance Health & Wellness Holdings, Inc., a Delaware corporation.

Hygenic has the meaning set forth in the Preamble.

Incremental Amendment has the meaning set forth in Section 2.1.2.

Incremental Facility Closing Date has the meaning set forth in Section 2.1.2.

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Incremental Term Loans has the meaning set forth in Section 2.1.2.

Initial Lending Group shall mean each Person that is a Lender on the Closing Date, together with each of the other members of its Lender Group.

Intercreditor Agreement means that certain Intercreditor Agreement, dated as of the date hereof, by and between the First Lien Agent, for itself and on behalf of the other First Lien Lenders, and the Agent, on behalf of itself and the other Lenders, and acknowledged and agreed by the Borrowers and the other Loan Parties.

Interest Expense means for any period the consolidated interest expense of Borrowers and the Subsidiaries for such period (including all imputed interest on Capital Leases), net of interest income for such period.

Interest Period means, as to any LIBOR Loan, the period commencing on the date such Loan is borrowed or continued as, or converted into, a LIBOR Loan and ending on the date one, two, three or, six months thereafter, as selected by Administrative Borrower pursuant to Section 2.2.3, as the case may be; provided, that: (a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day; (b) any Interest Period that begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period; and (c) Administrative Borrower may not select any Interest Period for a Term Loan if, after giving effect to such selection, the aggregate principal amount of all Term Loans having Interest Periods ending after any date on which an installment of the Term Loans is scheduled to be repaid would exceed the aggregate principal amount of the Term Loans scheduled to be outstanding after giving effect to such repayment.

Interest Settlement Date has the meaning set forth in Section 2.12.1.

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

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

Investment Affiliate means, with respect to Sponsor, any fund or investment vehicle that (a) is organized by Sponsor for the purpose of making equity or debt investments in one or more companies and (b) is controlled by Sponsor.  For purposes of this definition “control” means the power to direct or cause the direction of management and policies of a Person, whether by contract or otherwise.

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

Joinder Amendment has the meaning set forth in Section 1.4.

Legal Costs means, with respect to any Person, (a) all reasonable fees and charges of any counsel, accountants, auditors, appraisers, consultants and other professionals to such Person and (b) all court costs and similar legal expenses.

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Lender Group means a group of Lenders determined by reference to any Lender, which shall include all such other Lenders that are: (i) Affiliates, Approved Funds or Specified Lender Affiliates of such Lender, or (ii) Affiliates, Approved Funds or Specified Lender Affiliates of any other member of such Lender Group under this clause (ii) or the foregoing clause (i).  For purposes of this Agreement, (i) Note Funding 1892, LLC, and any other Person designated from time to time in writing to Agent by such Person so long as such designation is made in connection with an assignment or proposed assignment of loans and commitments hereunder to such other designated Person and such other designated Person has a comparable affiliation with the entities described in clause (ii) as the assigning Person and is reasonably acceptable to Agent, on the one hand, and (ii) Maranon Senior Credit Fund II-A SPV, LLC, Maranon Senior Credit Fund II-B SPV, LLC and Maranon Senior Credit IV, LLC, and any other Person designated from time to time in writing to Agent by any such Person so long as such designation is made in connection with an assignment or proposed assignment of loans and commitments hereunder to such other designated Person and such other designated Person has a comparable affiliation with the entities described in clause (i) as the assigning Person and is reasonably acceptable to Agent, on the other hand, shall not be deemed Affiliates or Approved Funds of the other, nor shall the Person described in the foregoing clause (i), on the one hand, and the Persons described in the foregoing clause (ii), on the other hand, be deemed members of the same Lender Group, so long as, in each case described in the foregoing clauses (i) and (ii), they maintain managerial independence from the other.

Lenders has the meaning set forth in the Preamble.

LIBOR Loan means any Loan which bears interest at a rate determined by reference to the LIBOR Rate.

LIBOR Rate means, with respect to any LIBOR Loan for any Interest Period, the greater of (a) a rate per annum equal to (i) the offered rate for deposits in Dollars for the applicable Interest Period and for the amount of the applicable LIBOR Loan that appears on the Reuters Screen LIBOR01 Page at 11:00 a.m. London time (or, if not so appearing, as published in the “Money Rates” section of The Wall Street Journal or another national publication selected by Agent) two Business Days prior to the first day of such Interest Period, divided by (ii) the sum of one minus the daily average during such Interest Period of the aggregate maximum reserve requirement (expressed as a decimal) then imposed under Regulation D of the FRB for “Eurocurrency Liabilities” (as defined therein), and (b) 1.00% per annum.

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

Limited Voting Lender means, at any relevant time of determination, any Lender, (a) that, together with its respective Affiliates (taken as a whole) owns (whether directly or indirectly), ten percent (10%) or more of the issued and outstanding capital stock and other equity interests of any Borrower (excluding capital stock and other equity interests that a Lender or its Affiliates receives in exchange for any of the Obligations or as a result of the exercise of secured party remedies under the Loan Documents); or (b) with respect to which the principal amount of outstanding Loans then held by such Lender and its Managed Lender Affiliates (taken as a whole) constitute less than sixty-five percent (65%) of the sum of the following amounts then held by such Lender and its Managed Lender Affiliates (taken as a whole): (i) the principal amount of outstanding Loans hereunder, (ii) the principal amount of the First Lien Obligations (including unfunded commitments), and (iii) the original purchase price (whether funded with cash, contributed equity, rollover equity or otherwise) paid in respect of outstanding equity investments (whether direct or indirect, and regardless of when acquired or obtained) in Borrowers.  Anything herein

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contained to the contrary notwithstanding, none of the members of the Initial Lender Group shall constitute a Limited Voting Lender for purposes of the Loan Documents.

Loan Documents means this Agreement, the Notes, the Collateral Documents, the Fee Letter, the Intercreditor Agreement and all documents, instruments and agreements delivered in connection with the foregoing, all as amended, restated or otherwise modified from time to time.

Loan Party means Holdings, each Borrower and each Subsidiary.

Loans means Term Loans.

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

Managed Lender Affiliate means an Affiliate of a Lender, provided, that any such Affiliate of a Lender shall not be deemed to be a Managed Lender Affiliate if, at any applicable time of determination: (i) the applicable Lender shall have delivered to Agent a letter agreement regarding, among other things, its managerial independence from any Affiliates having interests in the First Lien Obligations or in the equity of any Borrower, and that is satisfactory to Agent in its sole discretion, (ii) the representations and warranties set forth in such letter agreement are and continue to be true and correct in all material respects, and (iii) such Lender shall have complied, in all material respects, with its obligations under such letter agreement, with respect to the foregoing clauses (ii) and (iii), as reasonably determined by Agent.

Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the operations, assets, business, properties or condition (financial or otherwise) of Loan Parties taken as a whole, (b) a material impairment of the ability of the Loan Parties to perform in any material respect any of their Obligations under the Loan Documents or (c) a material adverse effect upon any substantial portion of the Collateral under the Collateral Documents or upon the legality, validity, binding effect or enforceability against the Loan Parties of any Loan Documents.

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

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

Net Cash Proceeds means:

(a)with respect to any Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance and by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by any Loan Party pursuant to such Disposition net of (i) the reasonable direct costs relating to such Disposition (including sales commissions and legal, accounting and investment banking fees, commissions and expenses), (ii) any portion of such proceeds deposited in an escrow account pursuant to the documentation relating to such Disposition (provided that such amounts shall be treated as Net Cash Proceeds upon their release from such escrow account to the applicable Loan Party), (iii) taxes paid or reasonably estimated by the applicable Loan Party to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (iv) amounts required to be applied to the repayment of any Debt secured by a Lien on the asset subject to such Disposition (other than a Lien that is subordinate to the Liens securing the Obligations) and (v) so long as no Event of Default exists (or if an Event of

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Default exists, only with the prior written consent of Required Lenders) (A) with respect to any Disposition described in clause (a) of the definition thereof, all money actually applied within 180 days, or within 360 days pursuant to a binding agreement executed within 180 days, to replace such assets with assets performing the same or similar functions, and (B) with respect to any Disposition described in clause (b) or (c) of the definition thereof, all money actually applied within 180 days, or within 360 days pursuant to a binding agreement executed within 180 days to repair, replace or reconstruct damaged property or property affected by loss, destruction, damage, condemnation, confiscation, requisition, seizure or taking;

(b)with respect to any sale or issuance of equity or debt securities, the aggregate cash proceeds received by Holdings, any Borrower or any Subsidiary pursuant to such sale or issuance, net of the reasonable direct costs relating to such sale or issuance (including reasonable sales and underwriter’s commission and reasonable legal, accounting and investment banking fees and expenses); and

(c)with respect to any Extraordinary Receipts, the aggregate cash proceeds received by Holdings, any Borrower or any Subsidiary, net of the reasonable direct costs relating thereto.

Note means a promissory note substantially in the form of Exhibit C, as the same may be amended, restated or otherwise modified from time to time.

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

Paid in Full, Pay in Full or Payment in Full means, with respect to any Obligations, the payment in full in cash of all such Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted).

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

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

Permitted Acquisition means any Acquisition by (i) a Borrower of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person or (ii) a Borrower of no less than 100% of the capital stock, partnership interests, membership interests or equity of any Person, provided, however that:

(a)each of the conditions precedent set forth in Annex III shall have been satisfied in a manner reasonably satisfactory to Agent and Lenders (or waived in writing by the Required Lenders);

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(b)such Acquisition shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equityholders of the Target; and

(c)no Default or Event of Default is in existence or would occur after giving effect to such Acquisition.

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

Prior Debt means the Debt listed on Schedule 4.1.3.

Pro Forma EBITDA means, with respect to any Target acquired in a Permitted Acquisition consummated after the Closing Date, EBITDA for such Target for the most recent twelve (12) month period for which financial statements are made available to Agent at the time of determination thereof, adjusted by extraordinary expenses, increased costs, identifiable and verifiable expense reductions and excess management compensation, if any, in each case calculated by Administrative Borrower and approved by Agent and Required Lenders in their reasonable discretion.

Pro Rata Share means, with respect to any Lender, the applicable percentage (as adjusted from time to time in accordance with the terms hereof) specified opposite such Lender’s name on Annex I which corresponds to the Term Loan Commitment, which percentage shall be with respect to the Term Loan if the Term Loan Commitment has terminated.

Qualified IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common equity interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering) and resulting in the Net Cash Proceeds of at least $50,000,000.

Related Agreements means the First Lien Documents.

Related Transactions means (a) the payment of the Closing Date Dividend, (b) the issuance of the First Lien Obligations on the Closing Date, (c) the consummation of the other transactions contemplated by the Related Agreements and (d) the payment of fees and expenses in connection therewith.

Required Contribution Date has the meaning set forth in Section 7.14.3.

Required Lenders means Lenders having Pro Rata Shares the aggregate Dollar equivalent amount of which exceeds 50% of the outstanding Term Loans, collectively; provided, that if there are two or more Lenders that are not Limited Voting Lenders, then Required Lenders shall include at least two Lenders (for purposes of determining Required Lenders in accordance with this definition, Lenders that are of the same Lender Group shall be considered as one Lender; provided, that this parenthetical shall not require, or be deemed to require all Lenders of a Lender Group to vote or otherwise approve or not approve any matter submitted to Required Lenders in a uniform manner).

Securities Act means the Securities Act of 1933.

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Senior Debt means all Debt (other than Debt described in clauses (g), (h) or (i) of the definition thereof unless such Debt is reflected on the balance sheet of Holdings as a liability in accordance with GAAP) of Holdings, Borrowers and the Subsidiaries, determined on a consolidated basis, other than the Obligations and any Debt that is contractually subordinated to the Obligations on terms acceptable to the Agent (including Equity Cure Securities comprised of Debt of Holdings of the type described in Section 7.14.3(b)).

Senior Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (a) Senior Debt as of such day minus the sum of cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent and, prior to the Discharge of First Lien Obligations, the First Lien Agent to the extent required by Section 7.15 has been executed and is in effect (excluding from such deduction the portion of such cash and Cash Equivalents that is in excess of $15,000,000) to (b) Adjusted EBITDA for the Computation Period ending on such day.

Specified Lender Affiliate means, as to Note Funding 1892, LLC or any of its Approved Funds, Affiliates or other Specified Lender Affiliates, each of (i) Guggenheim Life and Annuity Company, (ii) Equitrust Life Insurance Company, (iii) Heritage Life Insurance Company, (iv) Delaware Life Insurance Company and (v) Sun Life Assurance Company of Canada.

Sponsor means Gridiron Capital LLC.

Sponsor Affiliate Lender has the meaning set forth in Section 10.8.1(e).

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

Target means the Person, or business or substantially all of the assets of a Person, acquired in an Acquisition.

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

Term Loan Commitment means $120,000,000.

Term Loan Maturity Date means April 11, 2021 or such earlier date on which the Commitments terminate pursuant to Section 8.

Term Loans has the meaning set forth in Section 2.1.2.

Testing Dates has the meaning set forth in Section 7.14.3.

Total Debt means all Debt (other than Debt described in clauses (g), (h) and (i) of the definition thereof unless such Debt is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP) of the Loan Parties, determined on a consolidated basis, other than Equity Cure Securities comprised of Debt of the type described in Section 7.14.3(b).

Total Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (a) Total Debt as of such day minus the sum of cash and Cash Equivalent Investments of the Loan Parties on

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deposit in accounts for which a control agreement in favor of Agent and, prior to the Discharge of First Lien Obligations, the First Lien Agent to the extent required by Section 7.15 has been executed and is in effect (excluding from such deduction the portion of such cash and Cash Equivalents that is in excess of $15,000,000) to (b) Adjusted EBITDA for the Computation Period ending on such day.

U.S. Lender has the meaning set forth in Section 3.1(a).

Wholly-Owned Domestic Subsidiary means a Wholly-Owned Subsidiary that is a Domestic Subsidiary.

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

1.2.Interpretation.

In the case of this Agreement and each other Loan Document, (a) the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms; (b) Annex, Exhibit, Schedule and Section references are to such Loan Document unless otherwise specified; (c) the term “including” is not limiting and means “including but not limited to”; (d) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”; (e) unless otherwise expressly provided in such Loan Document, (i) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications thereto, but only to the extent such amendments, restatements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation; (f) this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, all of which are cumulative and each shall be performed in accordance with its terms; and (g) this Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to Agent, Borrowers, Lenders and the other parties hereto and thereto and are the products of all parties; accordingly, they shall not be construed against Agent or Lenders merely because of Agent’s or Lenders’ involvement in their preparation.  Anything herein to the contrary notwithstanding, with respect to any dollar basket or threshold set forth herein or in any other Loan Document or delivery thereunder (including add backs to Consolidated Net Income included in the calculation of EBITDA) (each a “dollar-based provision”) and for which a similar, reciprocal or counterpart basket or threshold is set forth in the First Lien Loan Agreement or any other First Lien Document or delivery thereunder (each a “first lien reciprocal dollar-based provision”), if such first lien reciprocal dollar-based provision is deemed utilized, expended or reduced in whole or part as a result of transactions, events or occurrences prior to the “Closing Date” (as defined in the First Lien Loan Agreement) (and which was not expressly reset as of such Closing Date), then such dollar-based provision shall be similarly deemed to have been utilized, expended or reduced, as applicable, in like amount (on a dollar-for-dollar basis); provided, the foregoing provision shall be void and of no further force or effect upon and after the Discharge of First Lien Obligations (as defined in the Intercreditor Agreement).

1.3.Addition of Borrowers.

In the case of a Wholly-Owned Domestic Subsidiary of Holdings formed or acquired pursuant to the consummation of a Permitted Acquisition, by execution of (a) a Borrower Joinder Agreement by a signatory thereof and (b) a joinder to the Guarantee and Collateral Agreement in substantially the form of

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Annex I thereto by a signatory thereof, and such signatory’s satisfaction of all conditions and completion of all deliveries specified in the Joinder Amendment (if any), the Borrower Joinder Agreement and the joinder to the Guarantee and Collateral Agreement, this Agreement shall be amended so that such signatory shall become for all purposes a party to this Agreement as if an original signatory hereto and shall be admitted as a Borrower hereunder.  This Agreement (as amended by each Joinder Amendment) shall be binding for all purposes upon such signatory Borrower as if such signatory was an original signatory hereto.  The Borrower Joinder Agreement shall require, among other things, (x) a supplement to the Schedules provided by the Loan Parties in connection with this Agreement to reflect the new Borrower and (y) the delivery of new Notes, as applicable, reflecting all Borrowers.

Section 2.Credit Facilities.

2.1.Commitments.

On and subject to the terms and conditions of this Agreement, each Lender, severally and for itself alone, agrees as follows:

2.1.1.Term Loan Commitments.

On the Closing Date, each Lender agrees to make a term loan advance to Borrowers in the aggregate amount for all such term loan advances of $120,000,000 (collectively, the “Term Loans”; such that each Lender’s Pro Rata Share of the Term Loans as of the Closing Date equals the corresponding amount for each such Lender indicated on Annex I hereto.  Term Loans which are repaid or prepaid by Borrowers, in whole or in part, may not be reborrowed.

2.1.2.Request for Increase of Term Loans.

(a)Borrowers may from time to time after the Closing Date, by notice from Administrative Borrower to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), in connection with the funding of any Permitted Acquisition, Capital Expenditures or earnout payments owing by the Borrowers, request one or more additional tranches of term loans or increases of one or more than existing tranches of Term Loans (the “Incremental Term Loans”); provided that (i) no more than 5 such increases are made during the term hereof and (ii) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (A) no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (B) each tranche of Incremental Term Loans shall be in an aggregate principal amount that is at least $5,000,000, (C) the Total Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (x) the maximum Total Debt to EBITDA Ratio permitted under Section 7.14.2 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) less 0.25x and (y) 6.50:1.00, and (D) the collective amount of all Incremental Term Loans shall not exceed $25,000,000 in the aggregate.  Each tranche of Incremental Term Loans (i) shall rank pari passu in right of payment and of security with any existing Term Loans and (ii) shall not have a maturity date earlier than the Term Loan Maturity Date, shall amortize on the same basis as the Term Loans and shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments and provided that any terms not consistent with the existing Term Loans must be reasonably acceptable to Borrowers, Agent and Required Lenders).  Notwithstanding anything to the contrary herein, it is agreed and understood that (i) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable to the

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lead arranger with respect to an Incremental Term Loans or its affiliates) applicable to any Incremental Term Loans shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the then outstanding Term Loans unless the interest rate margin (or interest rate floor, or other applicable pricing) with respect to the then outstanding Term Loans is increased by an amount equal to (A) the difference between the all-in yield with respect to the Incremental Term Loans and the all-in yield with respect to the then outstanding Term Loans, minus (B) 0.50% per annum, (ii) the amortization schedule for any Incremental Term Loans shall not have a weighted average life to maturity shorter than the Term Loans and the maturity date for any Incremental Term Loans shall not be earlier than the maturity date for the existing Term Loans and (iii) no issuance of Incremental Term Loans shall be consummated unless the Debt incurred with respect thereto constitutes “second lien obligations” under the Intercreditor Agreement.

(b)Each series of Incremental Term Loans borrowed pursuant to this Section shall be a separate Incremental Term Loan facility.  Each notice from Administrative Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans.  If Administrative Borrower delivers a request for Incremental Term Loans, each Lender shall have the option, but not any obligation, to participate in such request to the extent of its Pro Rata Share thereof by delivering a written notice to the Agent and Administrative Borrower within ten Business Days of such Lender’s receipt of the such request (it being agreed and understood that such Lender shall be deemed to have elected not to participate if it does not respond to such request within ten Business Days of its receipt thereof).  If one or more of the Lenders elect not to participate in the request for Incremental Term Loans then the Lenders participating in request may, at their option (but without any obligation), elect to participate in such remaining portion of such request (with such remaining portion to be allocated ratably among such participating Lenders based on their respective Pro Rata Shares thereof (as applicable) or as otherwise may be agreed by such participating Lenders).  If there is less than full participation by existing Lenders in any request for Incremental Term Loans after the foregoing procedures are completed, then one or more new Lenders (each an “Additional Lender”) acceptable to Agent and Administrative Borrower, such acceptance not to be unreasonably withheld, may be added as parties to this Agreement pursuant to Assignment Agreements or joinder documentation reasonably acceptable to Agent and Administrative Borrower (as applicable) for purposes of participating in such remaining portion (with allocations among such new Lenders to be determined by Agent in consultation with Administrative Borrower).  Incremental Term Loans shall be effected and each Additional Lender shall become a Lender hereunder pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Administrative Borrower, each Lender agreeing to provide such Incremental Term Loans, each Additional Lender, if any, and the Agent.  The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agent and Administrative Borrower, to effect the provisions of this Section.  In addition, Administrative Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Agent in connection with any such Incremental Amendment (including confirmation that the obligations of the Loan Parties with respect to an Incremental Term Loan are secured by the Collateral and the perfection and priority of the Agent’s Lien in such Collateral is continuing).  The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.2 and such other conditions as the parties thereto shall agree.

(c)At the request of the applicable Lender, Borrowers will execute a replacement Note for such Lender reflecting the increased amount of its Term Loans.

(d)This Section 2.1.2 shall supersede any provisions in Section 10.1 to the contrary.

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2.2.Loan Procedures.

2.2.1.Loan Types.

Each Loan shall be either a Base Rate Loan or a LIBOR Loan, as Administrative Borrower shall specify in the related notice of borrowing or conversion pursuant to Section 2.2.3.  Base Rate Loans and LIBOR Loans may be outstanding at the same time, provided that not more than six different Interest Periods shall exist among outstanding LIBOR Loans at any one time.

2.2.2.[Intentionally Omitted].

2.2.3.Conversion; Continuation.

(a)Subject to Section 2.2.1, Administrative Borrower may, upon irrevocable written notice to Agent in accordance with clause (b) below, elect (i) as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount of not less than $100,000 or a higher integral multiple of $50,000) into Loans of the other type or (ii) as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $100,000 or a higher integral multiple of $50,000) for a new Interest Period; provided, that any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 3.5.

(b)Administrative Borrower shall give written or telephonic notice (followed immediately by written confirmation thereof) to Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, noon New York time on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, noon New York time at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case in the form of a Conversion/Continuation Notice: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Loans to be converted or continued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor.

(c)If upon the expiration of any Interest Period applicable to LIBOR Loans, Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Loans, Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period.

(d)Agent will promptly notify each applicable Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by Borrowers, of the details of any automatic conversion.

2.3.[Intentionally Omitted].

2.4.Commitments Several.

The failure of any Lender to make a Term Loan on the Closing Date shall not relieve any other Lender of its obligation (if any) to make a Term Loan on the Closing Date, but no Lender shall be responsible for the failure of any other Lender to make any Term Loan to be made by such other Lender.

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2.5.Certain Conditions.

Notwithstanding any other provision of this Agreement, at the election of Agent or Required Lenders, no LIBOR Loan shall be made, continued, or converted into another LIBOR Loan, and no Base Rate Loan shall be converted into a LIBOR Loan, if an Event of Default exists.

2.6.Loan Accounting.

2.6.1.Recordkeeping.

Agent, on behalf of each Lender, shall record in its records the date and amount of each Loan made by each Lender, each repayment or conversion thereof and, in the case of each LIBOR Loan, the dates on which each Interest Period for such Loan shall begin and end.  The aggregate unpaid principal amount so recorded shall be rebuttably presumptive evidence of the principal amount of the Term Loans owing and unpaid.  The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of Borrowers hereunder or under any Note to repay the principal amount of the Term Loans hereunder, together with all interest accruing thereon.

2.6.2.Notes.

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

2.7.Interest.

2.7.1.Interest Rates.

Each Borrower promises to pay interest on the unpaid principal amount of each Loan for the period commencing on the date of such Loan until such Loan is paid in full as follows: (a) at all times while such Loan is a Base Rate Loan, at a rate per annum equal to the sum of the Base Rate from time to time in effect plus the Applicable Margin from time to time in effect; and (b) at all times while such Loan is a LIBOR Loan, at a rate per annum equal to the sum of the LIBOR Rate applicable to each Interest Period for such Loan plus the Applicable Margin from time to time in effect; provided, that (i) at any time an Event of Default exists, if requested by Agent or Required Lenders, the Applicable Margin corresponding to each Loan, whether or not overdue, shall be increased by two percentage points per annum (and, in the case of Obligations not subject to an Applicable Margin that are overdue, such Obligations shall bear interest at the Base Rate plus the Applicable Margin plus two percentage points per annum), (ii) any such increase may thereafter be rescinded by Required Lenders, notwithstanding Section 10.1, and (iii) upon the occurrence of an Event of Default under Section 8.1.1 or 8.1.3, any such increase described in the foregoing clause (i) shall occur automatically.  In no event shall interest payable by Borrowers to Agent and Lenders hereunder exceed the maximum rate permitted under applicable law, and if any such provision of this Agreement is in contravention of any such law, such provision shall be deemed modified to limit such interest to the maximum rate permitted under such law.  .

2.7.2.Interest Payment Dates.

Accrued interest on each Base Rate Loan shall be payable in arrears on the first day of each calendar month and at maturity.  Accrued interest on each LIBOR Loan shall be payable on the last

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day of each Interest Period relating to such Loan (and, in the case of a LIBOR Loan with an Interest Period in excess of 3 months, on the last day of each 3-month interval of such Interest Period), upon a prepayment of such Loan in accordance with Section 2.10 and at maturity in cash.  After maturity and, at the request of Required Lenders at any time an Event of Default exists, all accrued interest on all Term Loans shall be payable in cash on demand at the rates specified in Section 2.7.1.

2.7.3.Setting and Notice of LIBOR Rates.

The applicable LIBOR Rate for each Interest Period shall be determined by Agent, and notice thereof shall be given by Agent promptly to Administrative Borrower and each Lender.  Each determination of the applicable LIBOR Rate by Agent shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error.  Agent shall, upon written request of Administrative Borrower or any Lender, deliver to Administrative Borrower or such Lender a statement showing the computations used by Agent in determining any applicable LIBOR Rate hereunder.

2.7.4.Computation of Interest.

Interest shall be computed for the actual number of days elapsed on the basis of a year of (a) 360 days for interest calculated at the LIBOR Rate and (b) 365/366 days for interest calculated at the Base Rate.  The applicable interest rate for each Base Rate Loan shall change simultaneously with each change in the Base Rate.

2.8.Fees.

2.8.1.Agent Fees and Lender Fees.

Borrowers agree to pay to Agent, for Agent’s account, the fees set forth in the Fee Letter on the dates set forth therein.

2.8.2.Call Premium.

If the Loan Parties pay or prepay all or any portion of the Term Loans at any time on or prior to the third anniversary of the Closing Date, whether voluntarily or involuntarily, including by acceleration or otherwise, then the Borrowers shall pay to Agent on the date of the required payment or prepayment thereof, for the pro rata benefit of the applicable Lenders, as liquidated damages, an amount equal to the Call Premium multiplied by the principal amount of the Term Loans paid (or required to be paid) after acceleration or so prepaid (or required to be prepaid).  As used herein, the term “Call Premium” shall mean (i) three percent (3.0%), in the case of a payment or prepayment made or required to be made on or prior to the first anniversary of the Closing Date, (ii) two percent (2.0%), in the case of a payment or prepayment made or required to be made after the first anniversary and on or prior to the second anniversary of the Closing Date and (iii) one percent (1.0%), in the case of a payment or prepayment made or required to be made after the second anniversary but on or prior to the third anniversary of the Closing Date.  The Loan Parties agree that the Call Premiums are a reasonable calculation of Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from a prepayment and/or an early repayment of the Term Loans.  Notwithstanding the foregoing, no such Call Premium shall be payable by the Borrowers if the Obligations are repaid in full in cash in connection with, and as a direct and concurrent result of, a Qualified IPO.

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2.9.[Intentionally Omitted].

2.10.Prepayment.

2.10.1.Voluntary Prepayment.

Subject to the terms of the First Lien Documents (as in effect on the date hereof) and the Intercreditor Agreement, the Borrowers may from time to time, on at least one Business Day’s written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent (which shall promptly advise each Lender thereof) not later than noon New York time on such day, prepay the Term Loans in whole or in part without penalty or premium but subject to Section 3.5 hereof, except as provided in Section 2.8.2.  Such notice to Agent shall specify the Term Loans to be prepaid and the date and amount of prepayment.  Any such partial prepayment shall be in an amount greater than or equal to $100,000 (or, if less, the aggregate remaining outstanding principal balance of the Term Loans).  Notwithstanding anything to the contrary herein, Borrower Representative may include in any notice of termination a condition that such termination is contingent upon the occurrence of a refinancing transaction.

2.10.2.Mandatory Prepayment.

(a)Borrowers shall prepay the Term Loans (in the order set forth in Section 2.10.3) until paid in full at the following times and in the following amounts (in each case subject to the provisions of Section 2.10.2(b) below):

(i)concurrently with the receipt by Holdings, any Borrower or any Domestic Subsidiary of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds;

(ii)concurrently with the receipt by Holdings, any Borrower or any Subsidiary of any Net Cash Proceeds from any sale or issuance of its equity securities (other than equity securities that are issued to (x) Sponsor, (y) management of Holdings, or (z) direct or indirect equity holders of Holdings), in an amount equal to 50% of such Net Cash Proceeds with respect to sales or issuances of such equity securities and 100% of such Net Cash Proceeds with respect to sales or issuances of debt securities;

(iii)within 5 days after the delivery of the audited consolidated financial statements for each Fiscal Year (commencing with the Fiscal Year ending April 30, 2016), in an amount equal to (i) the ECF Percentage multiplied by Excess Cash Flow for such Fiscal Year minus (ii) any voluntary prepayments of the Term Loans made during such Fiscal Year;

(iv)concurrently with the receipt by Holdings, any Borrower or any Domestic Subsidiary of any Extraordinary Receipt, in an amount equal to the Net Cash Proceeds of such Extraordinary Receipt; and

(v)concurrently with the receipt by any Borrower of any Net Cash Proceeds from the issuance of Equity Cure Securities.

Administrative Borrower shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to Agent not later than noon New York time at least one Business Day prior to each mandatory prepayment pursuant to clause (a) of Section 2.10.2, and Agent shall promptly notify each Lender of such notice.

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(b)Notwithstanding the foregoing provisions of this Section 2.10.2, such prepayment shall not be required, and shall be deemed reduced by an equivalent amount, to the extent that (i) a corresponding prepayment is required by the First Lien Loan Agreement to be applied to the First Lien Obligations and (ii) such prepayment has not been expressly waived or declined by the First Lien Lenders.

2.10.3.All Prepayments.

Any prepayment of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 3.5.  All prepayments of a Loan shall be applied first to that portion of such Loan comprised of Base Rate Loans and then to that portion of such Loan comprised of LIBOR Loans, in direct order of Interest Period maturities (unless Borrower Representative shall specify otherwise to Agent in writing, subject to the final sentence of this paragraph).

2.11.Repayment.

The outstanding principal balance of the Term Loans shall be paid in full, for the account of each Lender according to its Pro Rata Share thereof, on the Term Loan Maturity Date.

2.12.Payment.

2.12.1.Making and Settlement of Payments.

All payments of principal of or interest on the Notes, and of all fees, shall be made by Borrowers to Agent without setoff, recoupment or counterclaim and in immediately available funds at the office specified by Agent not later than 2:00 New York time on the date due, and funds received after that hour shall be deemed to have been received by Agent on the following Business Day.  Agent shall promptly remit to each Lender its share of all principal payments received in collected funds by Agent for the account of such Lender.  On the first Business Day of each month (each, an “Interest Settlement Date”), Agent will notify each Lender in writing of the amount of such Lender’s applicable Pro Rata Share of interest and fees on the Term Loan.  Provided that such Lender is not a Defaulting Lender, Agent will pay to such Lender, by wire transfer to such Lender’s account not later than 2:00 p.m. New York time on the next Business Day following the Interest Settlement Date, such Lender’s Pro Rata Share of interest and fees, in each instance, received by Agent for the immediately preceding month.  It is agreed and understood that, in the case of a Defaulting Lender, Agent shall be entitled to set off the funding shortfall of such Defaulting Lender against such Defaulting Lender’s respective share of any payments received from Borrowers.  All payments under Section 3.2 shall be made by Borrowers directly to each Lender entitled thereto.

2.12.2.Application of Payments and Proceeds.

(a)Except as set forth in Section 2.10.2 and Section 2.10.3, and subject to the provisions of Sections 2.12.2(b) and 2.12.2(c) below, each payment of principal shall be applied to such Loans as Administrative Borrower shall direct by notice to be received by Agent on or before the date of such payment or, in the absence of such notice, as Agent shall determine in its discretion.  Concurrently with each remittance to any Lender of its share of any such payment, Agent shall advise such Lender as to the application of such payment.

(b)If an Acceleration Event shall have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to the contrary, Agent shall apply all or any part of

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payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, to the payment of the Obligations in the following order:

(i)FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full;

(ii)SECOND, to the payment of all costs, expenses and indemnities due and owing to Lenders, until Paid in Full;

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

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

(v)FIFTH, pro rata to cash collateralize Obligations consisting of Term Loans not yet due and owing, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full; and

(vi)SIXTH, to the payment of all other Obligations owing to each Lender, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full.

(c)If an Event of Default shall have occurred and be continuing but an Acceleration Event shall not exist, notwithstanding anything herein or in any other Loan Document to the contrary, Agent shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, to the payment of the Obligations in such order as Agent may elect.  In the absence of a specific determination by Agent, payments in respect of the Obligations and proceeds of Collateral received by Agent shall be applied in the following order:

(i)FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full;

(ii)SECOND, to the payment of all costs, expenses and indemnities due and owing to Lenders, until Paid in Full;

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

(iv)FOURTH, to the payment of all principal of Loans then due and owing, pro rata based on each Lender’s Pro Rata Share thereof along with any applicable Call Premium, until Paid in Full;

(v)FIFTH, pro rata to cash collateralize Obligations consisting of Term Loans not yet due and owing, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full;

(vi)SIXTH, to the payment of all other Obligations due and owing to each Lender, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full.

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2.12.3.Payment Dates.

If any payment of principal or interest with respect to any of the Term Loans, or of any fees, falls due on a day which is not a Business Day, then such due date shall be extended to the immediately following Business Day (unless, in the case of a LIBOR Loan, such immediately following Business Day is the first Business Day of a calendar month, in which case such due date shall be the immediately preceding Business Day) and, in the case of principal, additional interest shall accrue and be payable for the period of any such extension.

2.12.4.Set-off.

Each Borrower agrees that Agent and each Lender and its Affiliates have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, each Borrower agrees that at any time an Event of Default has occurred and is continuing, Agent and each Lender may apply to the payment of any Obligations of Borrowers hereunder, whether or not then due, any and all balances, credits, deposits, accounts or moneys of Borrowers then or thereafter with Agent or such Lender.  Notwithstanding the foregoing, no Lender shall exercise any rights described in the preceding sentence without the prior written consent of Agent.

2.12.5.Proration of Payments.

If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account of principal of or interest on an Loan, but excluding (i) any payment pursuant to Section 3.1, 3.2, 3.7 or 10.8 and (ii) payments of interest on any Base Rate Loan referred to in the last sentence of Section 3.4, in excess of its Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on such Term Loan (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans or sub-participations in Letters of Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

2.13.Joinder and Joint and Several Liability.

2.13.1.Joint and Several.

Each Borrower hereby agrees that such Borrower is jointly and severally liable for the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Agent and Lenders by each other Borrower pursuant to the terms of this Agreement and the other Loan Documents.  Each Borrower agrees that its obligations hereunder shall not be discharged until Payment in Full of the Obligations has occurred, and that its obligations under this Section 2.13 shall be absolute and unconditional, irrespective of, and unaffected by,

(a)the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party;

(b)the absence of any action to enforce this Agreement (including this Section 2.13) or any other Loan Document or the waiver or consent by Agent and Lenders with respect to any of the provisions thereof;

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(c)the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Agent and Lenders in respect thereof (including the release of any such security);

(d)the insolvency of any Loan Party; or

(e)any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than a defense of the Payment in Full of the Obligations).

2.13.2.Waivers by Borrowers.

Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect of the Obligations against any other Loan Party, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower.  It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 2.13 and such waivers, Agent and Lenders would decline to enter into this Agreement.

2.13.3.Benefit of Joint and Several Obligations.

Each Borrower agrees that the provisions of this Section 2.13 are for the benefit of Agent and Lenders and their respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Borrower and Agent or Lenders, the obligations of such other Borrower under the Loan Documents.

2.13.4.Subordination of Subrogation, Etc.

Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, each Borrower hereby expressly and irrevocably subordinates to payment of the Obligations any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor with respect to any other Loan Party until the Obligations are Paid in Full (other than contingent indemnification obligations) in cash.  Each Borrower acknowledges and agrees that this subordination is intended to benefit Agent and Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Section 2.13, and that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.13.4.

2.13.5.Election of Remedies.

If Agent may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving Agent a Lien upon any Collateral, whether owned by any Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section 2.13.  If, in the exercise of any of its rights and remedies, Agent shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Borrower or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Borrower hereby consents to such action by Agent, even if such action by Agent shall result in a full or

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partial loss of any rights of subrogation that each Borrower might otherwise have had but for such action by Agent.

2.13.6.Limitation.

(a)Notwithstanding any provision herein contained to the contrary, each Borrower’s liability under this Section 2.13 shall be limited to an amount not to exceed as of any date of determination the amount that could be claimed by Agent and Lenders from such Borrower under this Section 2.13 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Borrower’s right of contribution and indemnification from each other Borrower under Section 2.13.7.

2.13.7.Contribution with Respect to Guaranty Obligations.

(a)To the extent that any Borrower shall make a payment under this Section 2.13 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following Payment in Full (other than contingent indemnification obligations) in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

(b)As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 2.13 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

(c)This Section 2.13.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 2.13.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 2.13.1.  Nothing contained in this Section 2.13.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, fees and expenses with respect thereto for which such Borrower shall be primarily liable.

(d)The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each Borrower to which such contribution and indemnification is owing.

(e)The rights of the indemnifying Borrowers against other Loan Parties under this Section 2.13.7 shall be exercisable upon the Payment in Full (other than contingent indemnification obligations) of the Obligations and the termination of the Commitments.

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2.13.8.Liability Cumulative.

The liability of Borrowers under this Section 2.13 is in addition to and shall be cumulative with all liabilities of each Borrower to Agent and Lenders under this Agreement and the other Loan Documents to which such Borrower is a party or in respect of any Obligations or obligation of the other Borrower, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

2.14.Appointment of Hygenic as Administrative Borrower.

Each Borrower hereby irrevocably appoints Hygenic as the borrowing agent and attorney-in-fact for all Borrowers (“Administrative Borrower”), which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower.

Section 3.Yield Protection.

3.1.Taxes.

(a)All payments of principal and interest on the Term Loans and all other amounts payable hereunder or under any other Loan Document shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, withholdings, fines, penalties, interest, additions to tax or other charges of any nature whatsoever imposed by any taxing authority, excluding (i) taxes imposed on or measured by any Lender’s net income by the jurisdiction under which such Lender is organized or conducts business, (ii) any branch profit taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which a Lender is located, (iii) in the case of any Lender that is organized under the laws of a jurisdiction other than the United States of America (a “non-U.S. Lender”), any withholding tax or back-up withholding tax that is imposed on amounts payable to such non-U.S. Lender at the time such non-U.S. Lender becomes a party to this Agreement and (iv) taxes imposed under FATCA (all non-excluded items being called “Taxes”).  If any withholding or deduction from any payment to be made by Borrowers hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then Borrowers will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to Agent an official receipt or other documentation satisfactory to Agent evidencing such payment to such authority; and (iii) pay to Agent for the account of Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received had no such withholding or deduction been required.  If any Taxes are directly asserted against Agent or any Lender with respect to any payment received by Agent or such Lender hereunder, Agent or such Lender may pay such Taxes and Borrowers will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is 180 days prior to the date on which Agent or such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

(b)If any Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to Agent, for the account of the respective Lenders, the required receipts or other required documentary evidence, Borrowers shall indemnify Lenders for any incremental Taxes, interest or penalties that may become payable by any Lender as a result of any such failure.  For purposes

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of this Section 3.1, a distribution hereunder or under any Loan Document by Agent or any Lender to or for the account of any Lender shall be deemed a payment by Borrowers.

(c)Each Lender that (i) is a non-U.S. Lender and (ii)(A) is a party hereto on the Closing Date or (B) becomes an assignee of an interest under this Agreement under Section 10.8.1 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to Borrowers and Agent one or more (as Administrative Borrower or Agent may reasonably request) complete and accurate original copies of Forms W-8ECI, W-8BEN, W-8IMY, W-8BEN-E (as applicable) or other applicable form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender’s entitlement to complete exemption from withholding or deduction of Taxes, and each such Lender will provide one or more new copy of such forms to Administrative Borrower on or before the date (i) the information provided in such forms becomes inaccurate or (ii) if reasonably requested by Borrower, such previously provided forms expire or become obsolete.  Each Lender that is not a non-U.S. Lender that (A) is a party hereto on the Closing Date or (B) becomes an assignee of an interest under this Agreement under Section 10.8.1 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to Borrower and Agent one or more (as Borrower and Agent may reasonably request) Forms W-9 or other applicable form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender’s entitlement to exemption from backup withholding.  Borrowers shall not be required to pay additional amounts to any Lender pursuant to this Section 3.1 to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Lender to comply with this paragraph (any such taxes, together with such amounts described in clauses (i) through (iv) of Section 3.1(a), the “Excluded Taxes”).

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

(e)Each Lender shall indemnify Agent, within 10 days after demand therefor, for the full amount of any Excluded Taxes attributable to such Lender that are payable or paid by Agent and reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded Taxes were correctly or legally imposed or asserted by the relevant governmental authority.  A certificate as to the amount of such payment or liability delivered to any Lender by Agent shall be conclusive absent demonstrable error.  The agreements in this Section 3.1(e) shall survive the resignation and/or replacement of Agent.

(f)Without limitation of the indemnities provided in Section 10.5, each Borrower shall also indemnify Agent, within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to Agent as required by Section 3.1(e) on account of Excluded Taxes described in Section 3.1(a)(iv); provided, that such Lender shall indemnify Borrowers to the extent of any payment any Borrower makes to Agent pursuant to this sentence.

(g)So long as no Event of Default has occurred and has not been cured or is occurring, if any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Taxes as to which indemnification or additional amounts have been paid to it by Borrowers pursuant to this Section 3.1, it shall promptly remit such refund to the Borrower Representative (taking into account all out of pocket expenses of the Lender or Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority with respect to such refund)); provided that

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Borrowers and the other Loan Parties agree, upon the request of the Lender or Agent, as the case may be, to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority (including any interest, penalties, and additions to tax).  Notwithstanding anything to the contrary in this paragraph (g), in no event will the Agent or any Lender be required to pay any amount to Borrower Representative pursuant to this paragraph (g) the payment of which would place the Agent or such Lender, as applicable, in a less favorable net after Tax position than the Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or other confidential information or disclose any information relating to its tax affairs or any computations in respect thereof, or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions, or repayments to which it may be entitled.

3.2.Increased Cost.

(a)If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.7), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrowers shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

(b)If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrowers shall pay to such Lender such additional amount as will

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compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

(c)Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law for purposes of this Agreement (including without limitation for purposes of this Section 3.2 and for purposes of Section 3.4), regardless of the date enacted, adopted or issued.

3.3.Inadequate or Unfair Basis.

If Agent reasonably determines (which determination shall be binding and conclusive on Borrowers) that, by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate, then Agent shall promptly notify the Lenders and Administrative Borrower thereof and, so long as such circumstances shall continue, (a) no Lender shall be under any obligation to make or convert any Base Rate Loans into LIBOR Loans and (b) on the last day of the current Interest Period for each LIBOR Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan.

3.4.Change in Law.

If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, would make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund LIBOR Loans, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make or convert any Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the making of LIBOR Loans or conversion of Base Rate Loans into LIBOR Loans by Lenders which are not so affected, in each case in an amount equal to the amount of LIBOR Loans which would be made or converted into by such Lender at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each LIBOR Loan of such Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan.  Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan shall remain outstanding for the period corresponding to the Interest Period originally applicable to such LIBOR Loan absent such circumstances.

3.5.Funding Losses.

Each Borrower hereby agrees that upon demand by any Lender (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed, a copy of which shall be furnished to Agent), such Borrower will indemnify such Lender against any net loss (other than lost profits) or expense which such Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Loan), as reasonably determined by such Lender, as a result of (a) any payment,

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prepayment or conversion of any LIBOR Loan of such Lender on a date other than the last day of an Interest Period for such Loan (including any conversion pursuant to Section 3.4) or (b) any failure of such Borrower to borrow, convert or continue any Loan on a date specified therefor in a notice of borrowing, conversion or continuation pursuant to this Agreement.  For the purposes of this Section 3.5, all determinations shall be made as if such Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period.

3.6.Manner of Funding; Alternate Funding Offices.

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

3.7.Mitigation of Circumstances; Replacement of Lenders.

(a)Each Lender shall promptly notify Administrative Borrower and Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrowers to pay any amount pursuant to Section 3.1 or 3.2 or (ii) the occurrence of any circumstances described in Section 3.3 or 3.4 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Administrative Borrower and Agent).  Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to Borrowers of) any event described in clause (i) or (ii) above and such designation would not, in such Lender’s sole judgment, be otherwise disadvantageous to such Lender.

(b)If (i) any Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.1 or 3.2, or any Lender gives notice of the occurrence of any circumstances described in Section 3.3 or 3.4, (ii) any Lender does not consent to any matter requiring its consent under Section 10.1 when the Required Lenders have otherwise consented to such matter or (iii) any Lender is a Defaulting Lender and the circumstances causing such status have not been cured or waived, then Agent or Borrower may within 90 days thereafter (and upon at least three Business Days prior notice to such affected Lender) designate another Person engaged primarily in the business of making loans which is acceptable to Agent in its reasonable discretion (such other Person being called a “Replacement Lender”) to purchase the Term Loans of such Lender and such Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount of the Term Loans payable to such Lender plus any accrued but unpaid interest on such Term Loans and all accrued but unpaid fees owed to such Lender and any other amounts payable to such Lender under this Agreement, and to assume all the obligations of such Lender hereunder, all in compliance with Section 10.8.1 (subject to the final sentence of this paragraph).  Upon such purchase and assumption (pursuant to an Assignment Agreement), such Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to Borrowers hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder.  If the affected Lender that is being replaced in accordance with the foregoing provisions shall refuse or fail to

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executed and deliver any such Assignment Agreement prior to the effective date of such replacement, such affected Lender shall be deemed to have executed and delivered such Assignment Agreement.

3.8.Conclusiveness of Statements; Survival.

Determinations and statements of any Lender pursuant to Section 3.1, 3.2, 3.3, 3.4 or 3.5 shall be conclusive absent demonstrable error.  Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 3.1, 3.2 and 3.5, and the provisions of such Sections shall survive repayment of the Loans, cancellation of the Notes and termination of this Agreement.

Section 4.Conditions Precedent.

The obligation of each Lender to make its Term Loans is subject to the following conditions precedent:

4.1.Credit Extension.

The obligation of Lenders to make the Term Loans hereunder is subject to the following conditions precedent, each of which shall be satisfactory in all respects to Agent:

4.1.1.Capitalization.

The Loan Parties shall have entered into a $285,000,000 amended and restated credit facility pursuant to the terms of the First Lien Loan Agreement, which shall be inclusive of a $15,000,000 committed revolving facility and a $270,000,000 term loan to be funded on the Closing Date.

4.1.2.Initial Loans.

No Revolving Loans or Letters of Credit (each as defined in the First Lien Loan Agreement as in effect on the date hereof) shall be outstanding, or advanced or issued (as applicable), on the Closing Date and all transaction fees and expenses incurred on or prior to the Closing Date shall have been paid.

4.1.3.Prior Debt.

The Prior Debt has been (or concurrently with the initial borrowing will be) paid in full.

4.1.4.Related Transactions.

The Loan Parties have completed (or concurrently with the initial credit extension hereunder will complete) the Related Transactions in accordance with the terms of the Related Agreements (without any amendment thereto or waiver thereunder unless consented to by Lenders).

4.1.5.Fees.

Borrowers shall have paid all fees, costs and expenses due and payable under this Agreement and the other Loan Documents on the Closing Date.

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4.1.6.Delivery of Loan Documents.

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

(a)Agreement.  This Agreement.

(b)Notes.  Notes, for each Lender requesting a Note.

(c)Collateral Documents.  The Guarantee and Collateral Agreement, reaffirmations, all other Collateral Documents or amendments thereto, and all instruments, documents, certificates and agreements executed or delivered pursuant thereto (including intellectual property assignments and pledged Collateral, with undated irrevocable transfer powers executed in blank).

(d)Financing Statements.  Properly completed Uniform Commercial Code financing statements and other filings and documents required by law or the Loan Documents to provide Agent perfected Liens (subject only to Permitted Liens) in the Collateral.

(e)Lien Searches.  Copies of Uniform Commercial Code search reports listing all effective financing statements filed against any Loan Party, with copies of such financing statements.

(f)Payoff.  Payoff letters evidencing repayment in full of all Prior Debt, termination of all agreements relating thereto.

(g)First Lien Obligations.  First Lien Documents with respect to the First Lien Obligations.

(h)Letter of Direction.  A letter of direction containing funds flow information, with respect to the proceeds of the Term Loans on the Closing Date.

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

(j)Opinions of Counsel.  Opinions of counsel for each Loan Party, including local counsel reasonably requested by Agent, and Borrowers hereby request such counsel to deliver such opinions and authorizes Agent and Lenders to rely thereon.

(k)Insurance.  Certificates or other evidence of insurance in effect as required by Section 6.3(b), with endorsements naming Agent as lenders’ loss payee and/or additional insured, as applicable.

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

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(m)Consents.  Evidence that all necessary consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by each Loan Party of the Loan Documents and the Related Transactions have been duly obtained and are in full force and effect.

(n)Other Documents.  Such other certificates, documents and agreements as Agent or any Lender may reasonably request.

4.1.7.Certain Financial Tests.

(a)Adjusted EBITDA.  EBITDA (with adjustments mutually acceptable by Agent and Administrative Borrower) (“Adjusted EBITDA”), for the 12 month period ending December 31, 2014 shall not be less than $60,000,000.

(b)Total Debt to Adjusted EBITDA.  Total Debt (after giving effect to the consummation of the Related Transactions and funding of the initial Loans on the Closing Date) to Adjusted EBITDA for the 12 month period ending December 31, 2014 shall not be greater than 6.50:1.00.

(c)Senior Debt to Adjusted EBITDA.  Senior Debt (after giving effect to the consummation of the Related Transactions and funding of the Loans on the Closing Date) to Adjusted EBITDA for the 12 month period ending December 31, 2014 shall not be greater than 4.50:1.00.

4.1.8.Representations.

The representations and warranties of Borrowers and each other Loan Party set forth in this Agreement and the other Loan Documents are true and correct in all material respects with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and except to the extent that such representation and warranty is qualified by materiality or material adverse effect, in which instance such representation and warranty shall be true and correct in all respects).

4.1.9.No Events of Default.

No Event of Default or Default shall have then occurred and be continuing, and no “Default” or “Event of Default” under the First Lien Loan Agreement shall have occurred and be continuing.

Section 5.Representations and Warranties.

To induce Agent and Lenders to enter into this Agreement and to induce Lenders to make Term Loans hereunder, each Borrower represents and warrants to Agent and Lenders that, both before and after giving effect to the Related Transactions:

5.1.Organization.

Each Loan Party is validly existing and in good standing under the laws of the jurisdiction of its organization; and each Loan Party is duly qualified to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

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5.2.Authorization; No Conflict.

Each Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Related Agreement to which it is a party, each Borrower is duly authorized to borrow monies hereunder, and each Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party.  The execution, delivery and performance by each Borrower of this Agreement and by each Borrower and each other Loan Party of each Loan Document to which it is a party, and the borrowings by each Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws or other organizational documents of any Borrower or any other Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Borrower or any other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Borrower, any Subsidiary or any other Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents), in each case of the foregoing clauses (a), (b)(i) and (b)(iii) and (c), except where the failure to obtain such consent or approval, such conflict or the creation or imposition of such Lien could not reasonably be expected to have a Material Adverse Effect.

5.3.Validity; Binding Nature.

Each of this Agreement and each other Loan Document to which any Borrower or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

5.4.Financial Condition.

(a)The audited consolidated financial statements of Holdings, Hygenic and the Subsidiaries as at its Fiscal Years ending April 30, 2013 and April 30, 2014, and the unaudited consolidated financial statements of Borrowers and the Subsidiaries as of December 31, 2014, copies of each of which have been delivered pursuant hereto, were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly in all material respects the consolidated financial condition of such Persons as at such dates and the results of their operations for the periods then ended.

(b)The consolidated financial projections (including an operating budget and a cash flow budget) of Holdings and the Subsidiaries for the period from the Closing Date through April, 2020 delivered to Agent and Lenders on or prior to the Closing Date (i) were prepared by Borrowers in good faith and (ii) were prepared in accordance with assumptions which Borrowers reasonably believe to be appropriate, and the accompanying consolidated pro forma balance sheet of Holdings and the Subsidiaries as at the Closing Date, adjusted to give effect to the consummation of the Related Transactions and the financings contemplated hereby as if such transactions had occurred on such date, is consistent in all material respects with such projections.

5.5.No Material Adverse Change.

Since April 30, 2014, there has been no material adverse change in the financial condition, operations, assets, business or properties of the Loan Parties taken as a whole (including the business of Holdings and its Subsidiaries acquired by Loan Parties in the Related Transactions).

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5.6.Litigation.

No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to any Borrower’s knowledge, threatened against any Loan Party which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, except as set forth in Schedule 5.6.  As of the Closing Date, other than any liability incident to such litigation or proceedings, neither any Borrower nor any other Loan Party has any material Contingent Obligations not listed on Schedule 7.1.

5.7.Ownership of Properties; Liens.

Each Borrower and each other Loan Party owns good and, in the case of real property, marketable title to all of its material properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like other than such infringement claims which do not exceed $275,000 in the aggregate), except Permitted Liens.

5.8.Capitalization.

All issued and outstanding equity securities of Borrowers and the other Subsidiaries of Holdings are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of Agent, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities.  Schedule 5.8 sets forth the authorized equity securities of each Loan Party as of the Closing Date.  All of the issued and outstanding equity of Holdings is owned as set forth on Schedule 5.8 as of the Closing Date, all of the issued and outstanding equity of each Borrower is directly or indirectly owned by Holdings, and all of the issued and outstanding equity of each other Subsidiary of Holdings is, directly or indirectly, owned by a Borrower.  As of the Closing Date, except as set forth on Schedule 5.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any equity interests of any Borrower or any other Loan Party.

5.9.Pension Plans.

During the twelve-consecutive-month period prior to the Closing Date (i) no steps have been taken to terminate any Pension Plan and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under ERISA or Section 431 of the IRC.  No condition exists or event or transaction has occurred with respect to any Pension Plan which could result in the incurrence by any Borrower or any other Loan Party of any material liability, fine or penalty.  All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by any Loan Party or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither any Loan Party nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan, and neither any Loan Party nor any member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Sections 412 or 431 of the IRC, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

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5.10.Investment Company Act.

Neither any Borrower nor any other Loan Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company”, within the meaning of the Investment Company Act of 1940.

5.11.No Default.

No Event of Default or Default exists or would result from the incurrence by any Loan Party of any Debt hereunder or under any other Loan Document.

5.12.Margin Stock.

Neither any Borrower nor any other Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.  No portion of the Obligations is secured directly or indirectly by Margin Stock.

5.13.Taxes.

Each Borrower and each other Loan Party has filed (or has had filed on its behalf) all federal and other material tax returns and reports required by law to have been filed by it and has paid all federal and other material taxes and governmental charges thereby shown to be owing and has otherwise paid all material taxes, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

5.14.Solvency.

On the Closing Date (after giving effect to the transaction contemplated hereby to occur on the Closing Date, including the funding of the Term Loan and the First Lien Obligations and the use of the proceeds thereof), and immediately prior to and after giving effect to the borrowing hereunder and the use of the proceeds thereof, and the borrowing under the First Lien Loan Agreement and the use of the proceeds thereof with respect to the Loan Parties, taken as a whole, (a) the fair value of their assets on a going concern basis is greater than the amount of their liabilities (including reasonable values of disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated, (b) the present fair saleable value of their assets on a going concern basis is not less than the amount that will be required to pay the probable liability on their debts as they become absolute and matured, (c) they are able to realize upon their assets and generally pay their debts and other liabilities (including reasonable values of disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) they do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay as such debts and liabilities mature and (e) they are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which their property would constitute unreasonably small capital.

5.15.Environmental Matters.

The on-going operations of each Borrower and each other Loan Party comply in all respects with all Environmental Laws, except such non-compliance which could not (if enforced in accordance with applicable law) reasonably be expected to result in a Material Adverse Effect.  Each Borrower and each other Loan Party have obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any Environmental Law and necessary for their respective ordinary course

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operations, and each Borrower and each other Loan Party are in compliance with all material terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to any Borrower or any other Loan Party and could not reasonably be expected to result in a Material Adverse Effect.  None of any Borrower, any other Loan Party or any of their respective properties or operations is subject to any outstanding written order from or agreement with any Federal, state or local governmental authority, nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance.  There are no Hazardous Substances or other conditions or circumstances existing with respect to any property, or arising from operations prior to the Closing Date, of any Borrower or any other Loan Party that could reasonably be expected to result in a Material Adverse Effect.  Neither any Borrower nor any other Loan Party has any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws or that are leaking or disposing of Hazardous Substances, except as could not reasonably be expected to result in a Material Adverse Effect.

5.16.Insurance.

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

5.17.Information.

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

5.18.Intellectual Property.

Each Borrower and each other Loan Party owns and possesses or has a license or other right to use all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights and copyrights as are necessary for the conduct of the business of Borrowers and the other Loan Parties, without any infringement upon rights of others which could reasonably be expected to have a Material Adverse Effect.

5.19.[Reserved].

5.20.Labor Matters.

Except as set forth on Schedule 5.20, neither any Borrower nor any other Loan Party is subject to any labor or collective bargaining agreement.  There are no existing or threatened strikes, lockouts or

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other labor disputes involving any Borrower or any other Loan Party that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect.  Hours worked by and payment made to employees of Borrowers and the other Loan Parties are not in violation of the Fair Labor Standards Act or any other applicable law, rule or regulation dealing with such matters.

5.21.Related Agreements.

(a)Borrowers have furnished Agent a true and correct copy of the Related Agreements pursuant hereto.  Each Borrower and, to such Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby.  As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements.  The Related Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by a Loan Party and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, duly obtained and will be in full force and effect.  As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transactions.  The execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any Borrower or any other Loan Party is a party or by which any Borrower or any other Loan Party is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound.  No statement or representation made in the Related Agreements by any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made.

(b)The intercreditor provisions of the Intercreditor Agreement are enforceable by Agent and the Lenders against the holders of the First Lien Obligations.  The Liens securing the Obligations are entitled to the benefits of the provisions contained in the Intercreditor Agreement.  Each Borrower acknowledges that Agent and each Lender are entering into this Agreement and are making the Loans in reliance upon the intercreditor provisions of the Intercreditor Agreement and this Section 5.21.

Section 6.Affirmative Covenants.

Until the expiration or termination of the Commitments and Payment in Full of all Obligations, each Borrower agrees that, unless at any time Required Lenders shall otherwise expressly consent in writing, it will:

6.1.Information.

Furnish to Agent and each Lender:

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6.1.1.Annual Report.

Promptly when available and in any event within 105 days after the close of each Fiscal Year: (a) a copy of the annual audit report of Holdings and the Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet and statement of earnings and cash flows of Holdings and the Subsidiaries as at the end of such Fiscal Year, certified without qualification (except for qualifications (i) relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrowers’ independent certified public accountants or (ii) to the extent due to the scheduled maturity date of the Loans or the scheduled termination date of any Commitments) by independent auditors of recognized standing selected by Borrowers and reasonably acceptable to Agent; and (b) an Excess Cash Flow Certificate.

6.1.2.Interim Reports.

(a)Promptly when available and in any event within 30 days after the end of each month (commencing with delivery of financial statements for the month of January, 2015 within 30 days after the end of such month), consolidated balance sheets of Holdings and the Subsidiaries as of the end of such month, together with consolidated statements of earnings and a consolidated statement of cash flows for such month and for the period beginning with the first day of such Fiscal Year and ending on the last day of such month, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year, certified by the chief financial officer of Administrative Borrower (which certificate shall, if such financial statements correspond to a month that is not the last month of a Fiscal Quarter, contain a statement as to whether an Event of Default exists); and (b) together with the financial statements delivered pursuant to the foregoing clause (a), a written statement of Borrowers’ management setting forth a discussion of Borrowers’ financial condition, changes in financial condition and results of operations.

6.1.3.Compliance Certificate.

Contemporaneously with the furnishing of a copy of each annual audit report pursuant to Section 6.1.1 and each set of statements pursuant to Section 6.1.2 for the last month of each Fiscal Quarter a duly completed Compliance Certificate, with appropriate insertions, dated the date of such annual report or such monthly statements, and signed by the chief financial officer or other appropriate executive officer of Administrative Borrower, containing a computation of each of the financial ratios and restrictions set forth in Section 7.14 and to the effect that such officer has not become aware of any Event of Default or Default that has occurred and is continuing or, if there is any such event, describing it and the steps, if any, being taken to cure it.

6.1.4.Reports to SEC and Shareholders.

Promptly upon the filing or sending thereof, copies of (a) all regular, periodic or special reports of each Loan Party filed with the Securities Exchange Commission, (b) all registration statements of each Loan Party filed with the Securities Exchange Commission (other than on Form S-8) and (c) all proxy statements or other communications made to security holders generally.

6.1.5.Notice of Default; Litigation; ERISA Matters.

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

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(a)the occurrence of an Event of Default or a Default or an “Event of Default” or “Default” under the First Lien Loan Agreement;

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

(c)the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, or the failure of any member of the Controlled Group to make a required contribution to any Pension Plan (if such failure is sufficient to give rise to a Lien under ERISA or the IRC) or to any Multiemployer Pension Plan, or the taking of any action with respect to a Pension Plan which could result in the requirement that any Borrower or any other Loan Party furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), or any material increase in the contingent liability of any Borrower or any other Loan Party with respect to any post-retirement welfare plan benefit, or any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Sections 412 or 431 of the IRC, that any such plan is or may be terminated, or that any such plan is or may become insolvent;

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

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

6.1.6.[Reserved]

6.1.7.Management Report.

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

6.1.8.Projections.

As soon as practicable, and in any event not later than 30 days after the commencement of each Fiscal Year, financial projections for Holdings and the Subsidiaries for such Fiscal Year (including monthly operating and cash flow budgets) prepared in a manner consistent with the projections for the applicable Loan Parties delivered to Agent prior to the Closing Date or otherwise in a manner reasonably satisfactory to Agent, accompanied by a certificate of a chief financial officer of Administrative Borrower on behalf of Borrowers to the effect that (a) such projections were prepared by Borrowers in good faith, (b) Borrowers reasonably believe that the assumptions contained in such projections are appropriate and (c) such projections have been prepared in accordance with such assumptions.

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6.1.9.First Lien Obligations Notices.

Promptly following receipt, copies of any notices (including notices of default or acceleration) received from any holder, agent or trustee of, under or with respect to the First Lien Obligations.

6.1.10.Updated Schedules to Guarantee and Collateral Agreement.

Contemporaneously with the furnishing of each annual audit report pursuant to Section 6.1.1, to the extent necessary, updated versions of the Schedules to the Guarantee and Collateral Agreement showing information as of the date of such audit report (it being agreed and understood that this requirement shall be in addition to the notice and delivery requirements set forth in the Guarantee and Collateral Agreement and shall not constitute a cure or waiver of any breach of such notice or delivery requirements).

6.1.11.Other Information.

Promptly from time to time, such other information concerning any Loan Party as any Lender or Agent may reasonably request.

6.2.Books; Records; Inspections.

Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP in all material respects; and permit, and cause each other Loan Party to permit, at any reasonable time during normal business hours and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender at such Lender’s sole cost and expense) or any representative thereof to (i) visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and each Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or Agent or any representative thereof, (ii) inspect the properties and operations of Loan Parties, (iii) perform appraisals of the property and business of such Borrower or such Loan Party, and (iv) inspect, examine, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral.  All such visits, inspections, examinations, appraisals or audits by Agent shall be at Borrowers’ expense, provided that (i) so long as no Event of Default or Default exists, Borrowers shall not be required to reimburse Agent for visits, inspections, examinations, appraisals and audits more frequently than once each Fiscal Year and (ii) Borrowers shall not be required to reimburse any Lender for any visits, inspections, examinations, appraisals and audits.

6.3.Maintenance of Property; Insurance.

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

(b)Maintain, and cause each other Loan Party to maintain, with responsible insurance companies, such insurance coverage as shall be required by all laws, governmental regulations and court decrees and orders applicable to it and such other insurance, to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated; provided that in any event, such insurance shall insure against all risks and liabilities of the type insured against as of the Closing Date and shall have insured amounts no less than (in all material respects) those amounts

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provided for as of the Closing Date.  Upon request of Agent or any Lender, Administrative Borrower shall furnish to Agent or such Lender a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by each Borrower and each other Loan Party.  Borrowers shall cause each issuer of an insurance policy to provide Agent with an endorsement (i) showing Agent as a loss payee with respect to each policy of property or casualty insurance and naming Agent as an additional insured with respect to each policy of liability insurance, (ii) providing that 30 days’ notice will be given to Agent prior to any cancellation of, or reduction or change in coverage provided by or other material modification to such policy and (iii) reasonably acceptable in all other respects to Agent.  Borrowers shall execute and deliver, and cause each other applicable Loan Party to execute and deliver, to Agent a collateral assignment, in form and substance satisfactory to Agent, of each business interruption insurance policy maintained by the Loan Parties.

(c)Unless Borrowers provide Agent with evidence of the continuing insurance coverage required by this Agreement, Agent may purchase insurance at Borrowers’ expense to protect Agent’s and Lenders’ interests in the Collateral.  This insurance may, but need not, protect Borrowers’ and each other Loan Party’s interests.  The coverage that Agent purchases may, but need not, pay any claim that is made against any Borrower or any other Loan Party in connection with the Collateral.  Borrowers may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that Borrowers have obtained the insurance coverage required by this Agreement.  If Agent purchases insurance for the Collateral, as set forth above, Borrowers will be responsible for the costs of that insurance, including interest and any other charges that may be imposed with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance and the costs of the insurance may be added to the principal amount of the Term Loans owing hereunder.

6.4.Compliance with Laws; Payment of Taxes and Liabilities.

(a)Comply, and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that no person who owns a controlling interest in or otherwise controls a Loan Party is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) or Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders; (c) without limiting clause (a) above, comply in all material respects and cause each other Loan Party to comply in all material respects, with all applicable Bank Secrecy Act and anti-money laundering laws and regulations and (d) pay, and cause each other Loan Party to pay, prior to delinquency, all Taxes and other governmental charges against it or any of its property, as well as claims of any kind which, if unpaid, could become a Lien on any of its property; provided that the foregoing shall not require any Borrower or any other Loan Party to pay any such Tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP.

6.5.Maintenance of Existence.

Maintain and preserve, and (subject to Section 7.5) cause each other Loan Party to maintain and preserve, (a) its existence and good standing in the jurisdiction of its organization and (b) its qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary, other than any such jurisdiction where the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

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6.6.Employee Benefit Plans.

Maintain, and cause each other Loan Party to maintain, each Pension Plan in substantial compliance with all applicable requirements of law and regulations.

6.7.Environmental Matters.

If any release or disposal of Hazardous Substances shall occur or shall have occurred on any real property or any other assets of any Borrower or any other Loan Party, cause, or direct the applicable Loan Party to cause, the prompt containment and removal of such Hazardous Substances and the remediation of such real property or other assets as is necessary to comply with all Environmental Laws and to preserve the value of such real property or other assets.  Without limiting the generality of the foregoing, each Borrower shall, and shall cause each other Loan Party to, comply with each valid Federal or state judicial or administrative order requiring the performance at any real property by any Borrower or any other Loan Party of activities in response to the release or threatened release of a Hazardous Substance.

6.8.Further Assurances.

Take, and cause each other Loan Party to take, such actions as are reasonably necessary or as Agent or the Required Lenders may reasonably request from time to time to ensure that the Obligations of each Borrower and each other Loan Party (other than Foreign Subsidiaries) under the Loan Documents are secured by a first (or, prior to the Discharge of First Lien Obligations, second) priority perfected Lien in favor of Agent (subject, with respect to priority, only to the Permitted Liens that have priority over the Liens in favor of Agent under the Collateral Documents pursuant to applicable law) on substantially all of the assets of Borrower and each Loan Party (other than Foreign Subsidiaries) (as well as all equity interests of Borrower and each Subsidiary (other than Foreign Subsidiaries) and 65% of the voting stock (and 100% of the non-voting stock) of each first-tier Foreign Subsidiary owned directly by a Borrower or a Domestic Subsidiary) and guaranteed by Holdings and each Domestic Subsidiary that is not a Borrower (including, promptly upon the acquisition or creation thereof, any Domestic Subsidiary acquired or created after the Closing Date), in each case including (a) the execution and delivery of guaranties, security agreements, pledge agreements, mortgages and deeds of trust with respect to fee owned property (but limited to fee owned property with a fair market value in excess of $1,000,000), financing statements and other documents, and the filing or recording of any of the foregoing and (b) the delivery of certificated securities and other Collateral with respect to which perfection is obtained by possession.  Anything herein contained to the contrary notwithstanding, the delivery of any items of Collateral, including, without limitation, instruments, chattel paper, negotiable documents and certificated or uncertificated securities, otherwise required to be delivered to the Agent under this Agreement, or under any other collateral document in favor of the Agent, hereby shall be and is deemed satisfied solely by the delivery of all such items of Collateral to the First Lien Agent under the First Lien Documents, in accordance with the terms of the First Lien Collateral Documents and the Intercreditor Agreement, and possession or “control” (as defined under the Uniform Commercial Code as in effect in all applicable jurisdictions) of any items of Collateral required pursuant to this Agreement, or under any other collateral document in favor of the Agent, hereby shall be and is deemed satisfied solely by the possession or control by the First Lien Agent of such items of Collateral in accordance with the terms of the First Lien Documents and the Intercreditor Agreement (and such delivery, possession and control shall be and is sufficient to avoid the occurrence of any Default or Event of Default in respect thereof), and no such deliveries to, or possession or control by Agent shall occur or be required prior to the Discharge of First Lien Obligations, provided that, from and after Discharge of First Lien Obligations, the Loan Parties’ obligations to deliver all such Collateral to the Agent in accordance with the terms of this Agreement shall be effective.

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6.9.Interest Rate Protection.

If on any date the 3-month LIBOR Rate shall be equal to or greater than 2.00%, the Borrowers shall, within 90 days of such date (or within such other period of time as may be agreed in writing by Agent and, if such other period would result in a deadline that is more than 180 days of such date, Required Lenders, upon request by Administrative Borrower) enter into (and thereafter maintain until the date that is three years from the Closing Date) an interest rate protection mechanism on an ISDA standard form (with a mutually acceptable schedule to be negotiated between Administrative Borrower and First Lien Agent) with one or more First Lien Lenders or Affiliates thereof or with counterparties reasonably acceptable to First Lien Agent to hedge the interest rate with respect to not less than 50% of the principal amount of the term loans under the First Lien Loan Agreement in form and substance satisfactory to First Lien Agent.

6.10.Post-Closing Undertakings.

(a)Within 10 Business Days following the Closing Date (or within such longer period as Agent shall agree in its discretion), Borrowers shall deliver to Agent certificates of insurance for the property and liability insurance policies of the Loan Parties, together with related endorsements thereto in favor of Agent, each in form and substance reasonably satisfactory to Agent;

(b)Within 90 days following the Closing Date (or within such longer period as Agent shall agree in its discretion), Borrowers shall deliver to Agent Mortgages relating to the owned real estate of the Loan Parties in Akron, Ohio and Gardner, Kansas, together with the ALTA loan title insurance policies and all related documentation as Agent may request, each in form and substance reasonably satisfactory to Agent;

(c)Within 90 days following the Closing Date (or within such longer period as Agent shall agree in its discretion), each Loan Party shall use commercially reasonable efforts deliver to Agent Collateral Access Agreements from the lessor of each leased property, bailee in possession of any Collateral or mortgagee of any owned property, each in form and substance reasonably satisfactory to Agent;

(d)Within 45 days following the Closing Date (or within such longer period as Agent shall agree in its discretion), each Loan Party shall, subject to the exceptions set forth in Section 7.15, deliver or cause to be delivered to Agent, a control agreement with respect to each deposit, securities, commodity or similar account of the Loan Parties, each in form and substance reasonably satisfactory to Agent; and

(e)Within 90 days following the Closing Date (or within such longer period as Agent shall agree in its discretion), Borrowers shall deliver to Agent a Malaysian memorandum of charge executed by Hygenic in connection with their ownership in HCM-Hygenic Corporation (Malaysia) SDN Bhd., a corporation incorporated under the laws of Malaysia, in form and substance reasonably satisfactory to Agent.

Section 7.Negative Covenants.

Until the expiration or termination of the Commitments and Payment in Full of all Obligations, each Borrower agrees that, unless at any time Required Lenders shall otherwise expressly consent in writing, it will:

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7.1.Debt.

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

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

(b)Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,125,000;

(c)(i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent (or, prior to the Discharge of First Lien Obligations, second) pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,625,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered shall be delivered to Agent (or prior to the Discharge of First Lien Obligations, delivered to First Lien Agent as contractual representative for purposes of perfection for the Agent and Lenders) pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations);

(d)Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a First Lien Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation;

(e)Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased;

(f)the First Lien Obligations in accordance with the Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum First Lien Principal Amount” (as such term is defined in the Intercreditor Agreement);

(g)Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5;

(h)Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence;

(i)purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11;

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(j)Debt incurred in connection with the financing of insurance premiums in the ordinary course of business;

(k)guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1;

(l)other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,250,000;

(m)Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $12,500,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,375,000 in the aggregate in any Fiscal Year;

(n)Equity Cure Securities comprised of Debt of Holdings of the type described in Section 7.14.3(b); and

(o)obligations of one or more Loan Parties in respect to Bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.

7.2.Liens.

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

(a)Liens for Taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed;

(b)Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law and (ii) Liens consisting of pledges or deposits incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed;

(c)Liens described on Schedule 7.2 as of the Closing Date;

(d)subject to the limitation set forth in Section 7.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property (excluding Accounts and Inventory) at the time of the acquisition thereof by Borrower or any Subsidiary (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money

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security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired;

(e)Liens arising out of judgments not constituting or otherwise resulting in an Event of Default;

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

(g)any interest or title of a lessor or sublessor under any lease permitted by this Agreement;

(h)Liens arising from precautionary uniform commercial code financing statements filed under any lease permitted by this Agreement;

(i)Liens arising under the Loan Documents;

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

(k)cash collateral securing the bank guarantee described in, and permitted by Section 7.1(m) in an aggregate amount not to exceed the permitted amount of such bank guarantee; and

(l)Liens securing the First Lien Obligations (subject to the terms of the Intercreditor Agreement).

7.3.[Reserved.]

7.4.Restricted Payments.

Not, and not permit any other Loan Party to, (a) make any dividend or other distribution to any of its equity holders, (b) purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof, (c) pay any management fees or similar fees to any of its equity holders or any Affiliate thereof, (d) make any redemption, prepayment (whether mandatory or optional), defeasance, repurchase or any other payment in respect of any Debt that is subordinated to the Obligations or (e) set aside funds for any of the foregoing.

Notwithstanding the foregoing:

(i)the Loan Parties may pay the Closing Date Dividend (and related expenses that are reflected in the final funds flow statement for the transactions contemplated hereby to occur on the Closing Date delivered to Agent on or prior to the Closing Date);

(ii)any Subsidiary may pay dividends or make other distributions to a Borrower or to a Wholly-Owned Domestic Subsidiary of a Borrower, and any Foreign Subsidiary may pay dividends or make other distributions to another Foreign Subsidiary;

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(iii)Borrowers may make distributions to Holdings to permit Holdings to pay federal and state income taxes then due and owing by Holdings (or its equity holders), so long as the amount of such distributions shall not be greater, nor the receipt by Borrowers of tax benefits less, than they would have been had Borrowers not filed consolidated income tax returns with such Person;

(iv)(A) so long as no Event of Default exists or would result therefrom, Borrowers may pay management fees to Sponsor in an aggregate amount not exceeding in any Fiscal Year $1,000,000 plus an amount equal to 1.00% of the consideration paid in respect of any Permitted Acquisitions or a Qualified IPO plus amounts restricted from being paid during any prior period (provided, with respect to the payment of any such amounts restricted from being paid during any prior period, that in addition to the condition that no Event of Default exists or would result therefrom, the following conditions are satisfied: after giving effect to such payment, (I) the Total Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (1) the maximum Total Debt to EBITDA Ratio permitted under Section 7.14.2 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (2) 6.50:1.00, and (II) the Senior Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (1) the maximum Senior Debt to EBITDA Ratio permitted under the First Lien Loan Agreement as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (2) 4.50:1.00 and (y) after giving effect to such payment, the sum of (I) the positive difference (if any) of Borrowing Availability minus Revolving Outstandings (each as defined under the First Lien Loan Agreement) and (II) the amount of unrestricted cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent and, prior to the Discharge of First Lien Obligations, the First Lien Agent to the extent required by Section 7.15 has been executed and is in effect, is at least $5,000,000), and (B) Borrowers may reimburse Sponsor and its Investment Affiliates for its reasonable out-of-pocket expenses incurred in connection with the management of Borrowers in an aggregate amount not exceeding $385,000 in any Fiscal Year;

(v)Borrower may make, and may make distributions to Holdings to (A) permit Holdings to make, payments of directors’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $500,000 in any Fiscal Year and (B) permit Holdings to pay its direct or indirect corporate parent for out-of-pocket costs and expenses relating to the maintenance of its corporate existence and other customary holding company costs and expenses not to exceed in the aggregate, with respect to such items, $250,000 in any fiscal year;

(vi)[Intentionally omitted]

(vii)Borrowers may make distributions to Holdings which are immediately used by Holdings to redeem from management stockholders, upon death, disability or termination of employment of such management stockholder, membership interests of Holdings (or its corporate parent) or warrants or options to acquire any such membership interests, provided, that all of the following conditions are satisfied with respect to any such payment pursuant to this clause (vii): (A) no Default or Event of Default has occurred and is continuing or would arise as a result of such payment, (B) after giving effect to such payment, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 7.14, recomputed for the most recent quarter for which financial statements have been delivered, (C) the aggregate payments permitted (x) in any Fiscal Year of Borrowers shall not exceed $1,125,000 and (y) during the term of this Agreement shall not exceed $3,375,000 (D) after giving effect to such payment, Borrowing Availability exceeds Revolving Outstandings (in each case, as defined in the First Lien Loan

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Agreement) by at least $2,000,000; and (E) such payment is permitted under the First Lien Documents and the organizational documents of Holdings; and

(viii)After the consummation of a Qualified IPO, Borrowers may make distributions to Holdings which are immediately used by Holdings to redeem outstanding equity interests of Holdings (or its corporate parent) or warrants or options to acquire any such equity interests, provided, that all of the following conditions are satisfied with respect to any such payment pursuant to this clause (viii): (A) no Default or Event of Default has occurred and is continuing or would arise as a result of such payment, (B) after giving effect to such payment, (I) the Total Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (x) the maximum Total Debt to EBITDA Ratio permitted under Section 7.14.2 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (y) 4.50:1.00, and (II) the Senior Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (x) the maximum Senior Debt to EBITDA Ratio permitted under the First Lien Loan Agreement as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (y) 3.50:1.00, (C) the aggregate payments permitted in any Fiscal Year of Borrowers shall not exceed $9,375,000, (D) after giving effect to such payment, the sum of (I) the positive difference (if any) of Borrowing Availability minus Revolving Outstandings (in each case, as defined in the First Lien Loan Agreement) and (II) the amount of unrestricted cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent and, prior to the Discharge of First Lien Obligations, the First Lien Agent to the extent required by Section 7.15 has been executed and is in effect, is at least $5,000,000; and (E) such payment is permitted under the First Lien Documents and the organizational documents of Holdings.

7.5.Mergers; Consolidations; Asset Sales.

(a)Not, and not permit any other Loan Party to, be a party to any merger or consolidation, except for (i) any such merger or consolidation of any Subsidiary into a Borrower or any Wholly-Owned Domestic Subsidiary of a Borrower and (ii) Permitted Acquisitions.

(b)Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or equity interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory or worn-out or surplus equipment, all in the ordinary course of business, (ii) sales and dispositions of assets (excluding any equity interests of a Borrower or any Subsidiary) for at least fair market value (as determined by the Board of Directors of Holdings) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,125,000, (iii) arm’s-length real estate leases and subleases in the ordinary course of business that do not interfere in any material respect with the ordinary conduct of business of any Borrower or any Subsidiary, (iv) the sale or other disposition of the equity interests in Cramer-Europe for at least fair market value (as reasonably determined by the Board of Directors of Holdings), (v) sales of the real estate located in Gardner, Kansas for at least fair market value (as reasonably determined by the Board of Directors of Holdings) and (vi) so long as no Event of Default then exists, sales of non-core assets acquired in Permitted Acquisitions consummated after the Closing Date.

7.6.Modification of Organizational Documents.

Not permit the charter, by-laws or other organizational documents of any Borrower or any other Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of Agent or any Lender.

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7.7.Use of Proceeds.

Use the proceeds of the Term Loans solely to finance the Closing Date Dividend and the Related Transactions and for other general business purposes of Borrowers and the Subsidiaries; use the proceeds of Incremental Term Loans solely for the funding of Permitted Acquisitions, Capital Expenditures or earnout payments owing by the Borrower; and not use or permit any proceeds of any Term Loan or Incremental Term Loan to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.

7.8.Transactions with Affiliates.

Not, and not permit any other Loan Party to, enter into, or cause, suffer or permit to exist any transaction, arrangement or contract with any of its other Affiliates, which is on terms which are less favorable than are obtainable from any Person which is not one of its Affiliates.

7.9.Inconsistent Agreements.

Not, and not permit any other Loan Party to, enter into any material agreement containing any provision which would (a) be violated or breached by any borrowing by any Borrower hereunder or by the performance by any Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to any Borrower or any other Subsidiary, or pay any Debt owed to any Borrower or any other Subsidiary, (ii) make loans or advances to any Borrower or any other Loan Party or (iii) transfer any of its assets or properties to any Borrower or any other Loan Party.

7.10.Business Activities.

Not, and not permit any other Loan Party to, engage in any line of business other than the businesses engaged in on the Closing Date and businesses reasonably related thereto.

7.11.Investments.

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

(a)contributions by (i) Holdings to Borrowers, (ii) a Borrower to the capital of any Wholly-Owned Domestic Subsidiary of such Borrower, or by any Subsidiary to the capital of any other Wholly-Owned Domestic Subsidiary of such Borrower, so long as the recipient of any such capital contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its equity interests and substantially all of its real and personal property, in each case in accordance with Section 6.8, (iii) Foreign Subsidiaries to other Foreign Subsidiaries, or (iv) Borrowers to the capital of Foreign Subsidiaries, in an aggregate amount for all such contributions that, together with the amount of intercompany Debt advanced to Foreign Subsidiaries pursuant to Section 7.1(c)(ii), does not exceed $5,625,000 at any time outstanding;

(b)Investments constituting Debt permitted by Section 7.1(c);

(c)Contingent Obligations constituting Debt permitted by Section 7.1 or Liens permitted by Section 7.2;

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(d)Cash Equivalent Investments;

(e)loans and advances to employees in the ordinary course of business not to exceed $112,500 in the aggregate at any time outstanding;

(f)Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors;

(g)Investments listed on Schedule 7.11 as of the Closing Date;

(h)Permitted Acquisitions; and

(i)other Investments in addition to those permitted by this Section 7.11 in an aggregate amount not to exceed $5,625,000 at any time outstanding.

7.12.Restriction of Amendments to Certain Documents.

Not amend or otherwise modify, or waive any rights under any provisions of the First Lien Documents (except to the extent permitted under the Intercreditor Agreement); provided, if any amendment or modification to the First Lien Documents amends or modifies any representation and warranty, covenant (including any financial covenant and any definitions relating to such representation, warranties or covenants (including any financial covenants)) or event of default contained in the First Lien Documents (or any related definitions) (but excluding, for purposes of clarity, any amendment or modification to the rates, the fees, or the mandatory prepayments required to be made under Section 2.10.2 of the First Lien Loan Agreement or any premiums relating thereto, which shall be subject to the terms of the Intercreditor Agreement), in each case, in a manner that is more restrictive than the applicable provisions permit as of the date thereof, or if any amendment or modification to the First Lien Loan Agreement or other First Lien Document adds an additional representation and warranty, covenant or event of default therein, the Borrower acknowledges and agrees that, upon the request of the Agent, this Agreement or the other Loan Documents, as the case may be, shall be promptly amended or modified to affect similar amendments or modifications with respect to this Agreement or such other Loan Documents (preserving any cushions that may exist with respect to financial or negative covenants) Anything herein contained to the contrary notwithstanding, in no event shall any Loan Party agree to any amendment, modification or waiver of the First Lien Loan Agreement that would permit assignments of, or participations in, more than 25% of the First Lien Obligations by the Sponsor and its Investment Affiliates (it being agreed and understood that the voting rights of the Sponsor and its Investment Affiliates with respect to any portion of the First Lien Obligations held by any such Person must be no less restrictive than the limitations imposed on “Sponsor Affiliate Lenders” set forth in the First Lien Loan Agreement as in effect on the date hereof, including Section 10.8.1(f) thereof (other than clause (i) thereof)).

7.13.Fiscal Year.

Not change its Fiscal Year, except with the prior written consent of Agent in its reasonable discretion.

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7.14.Financial Covenants.

7.14.1.Total Debt to EBITDA Ratio.

Not permit the Total Debt to EBITDA Ratio as of the last day of any Computation Period to exceed the applicable ratio set forth below for such Computation Period:

Computation Period Ending	Total Debt to EBITDA Ratio
April 30, 2015	9.49:1.00
July 31, 2015	9.49:1.00
October 31, 2015	9.20:1.00
January 31, 2016	9.20:1.00
April 30, 2016	9.20:1.00
July 31, 2016	8.91:1.00
October 31, 2016	8.63:1.00
January 31, 2017	8.63:1.00
April 30, 2017	8.63:1.00
July 31, 2017	8.34:1.00
October 31, 2017	8.05:1.00
January 31, 2018	7.76:1.00
April 30, 2018	7.76:1.00
July 31, 2018	7.48:1.00
October 31, 2018	7.48:1.00
January 31, 2019	7.19:1.00
April 30, 2019	7.19:1.00
July 31, 2019	6.90:1.00
October 31, 2019	6.90:1.00
January 31, 2020	6.61:1.00
April 30, 2020	6.61:1.00
July 31, 2020	6.61:1.00
October 31, 2020	6.61:1.00
January 31, 2021 and the last day of each Fiscal Quarter thereafter	6.61:1.00

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7.14.2.[Reserved.]

7.14.3.Cure Rights.

In the event Borrowers fail to comply with the financial covenants contained in Section 7.14.1 (a “Financial Covenant Default”), Borrowers shall have the right to cure such Financial Covenant Default on the following terms and conditions (the “Equity Cure Right”):

(a)In the event Borrowers desire to cure the Financial Covenant Default, Administrative Borrower shall deliver to the Agent irrevocable written notice of its intent to cure (a “Cure Notice”) no later than ten (10) days after the date on which financial statements and a Compliance Certificate for the period ending on the last day of the Fiscal Quarter with respect to which such Financial Covenant Default occurred (the “Testing Dates”) are required to be delivered.  The Cure Notice shall set forth the calculation of the applicable “Financial Covenant Cure Amount” (as hereinafter defined).

(b)In the event Administrative Borrower delivers a Cure Notice, Borrowers shall cause Sponsor or Investment Affiliates of Sponsor to purchase, no later than 20 days after receipt by Agent of the Cure Notice (the “Required Contribution Date”), either (i) common stock of (or make cash capital contributions to) Holdings not containing any mandatory payment of cash dividends or mandatory redemption provisions requiring cash redemptions or (ii) unsecured Debt of Holdings that is subordinated to the Obligations (to the extent the terms and conditions of such Debt, including subordination terms, have been approved by Agent and in respect of which (x) Holdings is the only obligor (and no other Loan Party shall be an obligor or a guarantor or provide any other credit support in respect thereof), (y) the maturity date is no earlier than six (6) months after the final maturity date hereunder and (z) no cash payments are required prior to its maturity date) (such equity and/or Debt, “Equity Cure Securities”).  The cash consideration received shall be in an amount equal to the lesser of (x) the greater of (A) $4,000,000 or (B) 10% of pro forma EBITDA for Holdings for the applicable Compliance Period or (y) the amount which would result in Borrowers being in pro forma compliance with such financial covenant (and the financial covenants in the First Lien Loan Agreement) as of such Testing Date (the “Financial Covenant Cure Amount”), which Financial Covenant Cure Amount shall be deemed to be a dollar-for-dollar increase to the amount of EBITDA for the last Fiscal Quarter of such Computation Period and for any subsequent Computation Period that includes such Fiscal Quarter (which increase to EBITDA shall be deemed to have occurred solely for purposes of determining Borrowers’ compliance with the financial covenant in Section 7.14.1 and not for any other purpose with respect to which EBITDA is calculated under this Agreement).  For the avoidance of doubt, it is agreed and understood that if the amount required to cure any Financial Covenant Default exceeds the greater of $4,000,000 or 10% of pro forma EBITDA, the Equity Cure Right will not cure such Financial Covenant Default.  The Loans prepaid pursuant to Section 2.10.2(v) (or the First Lien Obligations prepaid pursuant to Section 2.10.2(v) of the First Lien Loan Agreement) with the proceeds of Equity Cure Securities shall be deemed outstanding for purposes of determining compliance with Section 7.14.1 for the current Fiscal Quarter and the next three Fiscal Quarters thereafter.

(c)The Equity Cure Right shall not be exercised (i) in two consecutive fiscal quarters or (ii) more than four times during the term of this Agreement.

(d)Upon timely receipt by Holdings in cash of the amount which would result in Borrower being in pro forma compliance with such financial covenant as of such Testing Date and payment of the mandatory prepayment pursuant to Section 2.10.2(v) (or the First Lien Obligations prepaid pursuant to Section 2.10.2(v) of the First Lien Loan Agreement), the Financial Covenant Default shall be deemed cured.

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(e)Until the earlier of the twentieth (20th) day following the date of delivery of the Cure Notice or the date on which Agent learns that the Sponsor does not intend to purchase the Equity Cure Securities, none of Agent nor any Lender shall exercise the right to accelerate the Term Loans and none of Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral, in each case solely on the basis of an Event of Default having occurred and being continuing under Section 7.14.1 hereof; provided, that (i) nothing shall impair the rights of the Agent to take any actions permitted under the Intercreditor Agreement and (ii) until timely receipt of the Financial Covenant Cure Amount and application to the Term Loans as required by Section 2.10.2(v) (or the First Lien Obligations prepaid pursuant to Section 2.10.2(v) of the First Lien Loan Agreement), such Event of Default shall continue to exist and Agent and Lenders will be entitled to all of their rights with respect thereto except as otherwise prohibited by this clause (e).

7.15.Bank Accounts.

Not, and not permit any other Loan Party, to maintain or establish any bank accounts other than the bank accounts set forth on Schedule 7.15 without prior written notice to Agent and unless Agent, Borrower or such other Loan Party and the bank at which the account is to be opened enter into a control agreement regarding such bank account pursuant to which such bank acknowledges the security interest and control of Agent and, prior to the Discharge of First Lien Obligations, the First Lien Agent in such bank account and agrees to limit its set-off rights on terms satisfactory to Agent; provided, that such control agreements shall not be required for (a) any bank account that is solely a payroll, trust, employee benefit or tax withholding account or (b) bank accounts for which the aggregate amount of funds on deposit in all such bank accounts does not exceed $100,000 at any time.

7.16.Acquisition of First Lien Obligations.

The Loan Parties shall promptly cancel any First Lien Obligations directly or indirectly acquired by them, any of their Subsidiaries or Affiliates, and no First Lien Obligations may be issued in substitution or exchange for any such First Lien Obligations.  For the avoidance of doubt, this Section 7.16 is not intended and shall not prevent the Borrowers from making any payment of the First Lien Obligations, including any voluntary or mandatory prepayment of the First Lien Obligations contemplated by the First Lien Loan Agreement.

7.17.Anti-Layering.

Not, and not permit any other Loan Party to, create, issue, assume, guarantee or otherwise become liable for any Obligations that is subordinate or junior in right of payment to the First Lien Obligations (or secured by Liens that are junior in priority to the Liens securing First Lien Obligations) and senior in any respect in right of payment to the Obligations evidenced hereby (or to the Liens securing the Obligations); provided, that, nothing contained in this Section 7.17 shall prohibit the First Lien Lenders from amending any payment waterfall provisions contained in the First Lien Loan Agreement, creating or adding new tranches of First Lien Obligations and/or reallocating First Lien Obligations to one or more newly created tranches or facilities, each of which may be contractually senior, junior or pari passu to the existing or thereafter arising tranches of First Lien Obligations, in each case subject to the other terms and conditions of this Agreement and the Intercreditor Agreement.

Section 8.Events of Default; Remedies.

8.1.Events of Default.

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

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8.1.1.Non-Payment of Credit.

Default in the payment when due of the principal of any Loan or any Call Premium; or default, and continuance thereof for three Business Days, in the payment when due of any interest, fee or other amount payable by any Loan Party hereunder or under any other Loan Document.

8.1.2.Default Under Other Debt.

(a)Any default shall occur under the terms applicable to any Debt of any Loan Party (other than the First Lien Obligations), subject to any applicable grace or cure period, in an aggregate amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding $1,125,000 and such default shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require Borrower or any other Loan Party to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity.

(b)Any “Event of Default” (or comparable term, after expiration of any available grace or cure periods) shall have occurred under, and as defined in, any of the First Lien Documents and, as a result thereof, loans comprising a portion of First Lien Obligations shall have become due and payable prior to their stated maturity or otherwise shall have been accelerated.

8.1.3.Bankruptcy; Insolvency.

(a)Any Loan Party becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or

(b)Any Loan Party applies for, consents to, or acquiesces in the appointment of a trustee, receiver or other custodian for such Loan Party or any property thereof, or makes a general assignment for the benefit of creditors; or in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for any Loan Party or for a substantial part of the property of any thereof and is not discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of any Loan Party, and if such case or proceeding is not commenced by such Loan Party, it is consented to or acquiesced in by such Loan Party, or remains for 60 days undismissed; or any Loan Party takes any action to authorize, or in furtherance of, any of the foregoing.

8.1.4.Non-Compliance with Loan Documents.

(a)Failure by any Borrower to comply with or to perform any covenant set forth in Sections 6.3(b) and (c), 6.5, 6.7, 6.9, 6.10 and 7; (b) failure by any Borrower to comply with or to perform any covenant set forth in Sections 6.1.1, 6.1.2, 6.1.3, 6.1.4, 6.1.5(a), and 6.1.8 and continuance of such failure for more than 5 days after the occurrence thereof; (c) failure by any Borrower to comply with or to perform any covenant set forth in Section 6.2 and continuance of such failure for more than 20 days after the occurrence thereof; or (d) failure by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document applicable to it (and not constituting an Event of Default under any other provision of this Section 8) and continuance of such failure described in this clause (d) for 30 days.

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8.1.5.Representations; Warranties.

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

8.1.6.Pension Plans.

(a)Institution of any steps by any Person to terminate a Pension Plan if as a result of such termination any Loan Party or any member of the Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in excess of $1,125,000; (b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or (c) there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding withdrawal liability that any Borrower or any other Loan Party or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $1,125,000.

8.1.7.Judgments.

Final judgments which exceed an aggregate of $4,500,000 (to the extent not covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage in writing) shall be rendered against any Loan Party and shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal within 30 days after entry or filing of such judgments.

8.1.8.Invalidity of Collateral Documents.

Any Collateral Document shall cease to be in full force and effect; or any Loan Party (or any Person by, through or on behalf of any Loan Party) shall contest in any manner the validity, binding nature or enforceability of any Collateral Document.

8.1.9.Invalidity of Intercreditor Provisions.

Any intercreditor provision in the Intercreditor Agreement shall cease to be in full force and effect, or any Person (including the holders of the First Lien Obligations) shall contest in any manner the validity, binding nature or enforceability of any such provision.

8.1.10.Change of Control.

The occurrence of a Change of Control.

8.1.11.Activities of Holdings.

Holdings (i) conducts any business other than its ownership of equity securities of Borrowers, or (ii) incurs any Debt or liabilities other than as expressly permitted under the Loan Documents and other liabilities incidental to the conduct of its business as a holding company.

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8.2.Remedies.

If any Event of Default described in Section 8.1.3(b) shall occur, the Term Loans and all other Obligations shall become immediately due and payable all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, Agent may, and upon the written request of Required Lenders shall, declare all or any part of the Term Loans and other Obligations to be due and payable whereupon the Term Loans and other Obligations shall become immediately due and payable (in whole or in part, as applicable) all without presentment, demand, protest or notice of any kind.  Agent shall promptly advise Administrative Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration.  Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 8.1.1 may only be waived by the written concurrence of each Lender, and the effect as an Event of Default of any other event described in this Section 8 may be waived by the written concurrence of Required Lenders.

Section 9.Agent.

9.1.Appointment; Authorization.

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

(b)[Intentionally Omitted].

9.2.Delegation of Duties.

Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.  Without limiting the generality of the powers of Agent, as set forth above, Agent is hereby authorized to act as collateral agent for each Lender pursuant to each of the Loan Documents.  In such capacity, Agent has the right to exercise all rights and remedies available under the Loan Documents, the Uniform Commercial Code and other applicable law, as directed by the Required Lenders, which rights and remedies shall include, in the event of a foreclosure by Agent on any portion of the Collateral, whether pursuant to a public or private sale, the right of Agent, as agent for all Lenders, to be, or form an acquisition entity to be, the purchaser of any or all of such Collateral at any such sale.  Agent, as agent for all Lenders, shall be entitled at any such sale to offset any of the Obligations against the purchase price payable by Agent (or such acquisition entity) at such sale or to otherwise consent to a reduction of the Obligations as consideration to the applicable Loan Party in connection with such sale.  Agent shall have the authority to take such other actions as it may deem necessary or desirable, and as may be approved by Required Lenders, to consummate a sale of the type described in the immediately preceding sentences.  Agent shall have the authority to accept non-cash consideration in connection with the sale or other disposition of the Collateral, whether the purchaser is Agent, an entity formed by Agent as described above or any other Person.  Without limiting the generality of the powers of Agent, as set forth above, in the context of any bankruptcy or other insolvency

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proceeding involving any Loan Party, Agent is hereby authorized to, at the direction of Required Lenders: (i) file proofs of claim and other documents on behalf of the Lenders, (ii) object or consent to the use of cash collateral, (iii) object or consent to any proposed debtor-in-possession financing, whether provided by one or more of the Lenders or any other Person and whether secured by Liens with priority over the Liens securing the Obligations or otherwise, (iv) object or consent to any sale of Collateral, including sales for non-cash consideration in satisfaction of a portion of the Obligations, as may be agreed to by Required Lenders on behalf of all Lenders, (v) to be, or form an acquisition entity to be, the purchaser of any or all of such Collateral at any such sale under clause (iv) and to offset any of the Obligations against the purchase price payable by Agent (or such acquisition entity) at such sale or to otherwise consent to a reduction of the Obligations as consideration to the applicable Loan Party in connection with such sale, and (vi) seek, object or consent to any Loan Party’s provision of adequate protection of the interests of Agent and/or the Lenders in the Collateral.

9.3.Limited Liability.

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

9.4.Reliance.

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

9.5.Notice of Default.

Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Default except with respect to defaults in the payment of principal, interest and fees required to be paid

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to Agent for the account of Lenders, unless Agent shall have received written notice from a Lender or any Borrower referring to this Agreement, describing such Event of Default or Default and stating that such notice is a “notice of default”.  Agent will notify Lenders of its receipt of any such notice or any such default in the payment of principal, interest and fees required to be paid to Agent for the account of Lenders.  Agent shall take such action with respect to such Event of Default or Default as may be requested by Required Lenders in accordance with Section 8; provided that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Default as it shall deem advisable or in the best interest of Lenders.

9.6.Credit Decision.

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

9.7.Indemnification.

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

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9.8.Agent Individually.

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

9.9.Successor Agent.

Agent may resign as Agent at any time upon 30 days’ prior notice to Lenders.  If Agent resigns under this Agreement, Required Lenders shall, with (so long as no Event of Default exists) the consent of Administrative Borrower (which shall not be unreasonably withheld or delayed), appoint from among Lenders a successor agent for Lenders.  If no successor agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, on behalf after consulting with Lenders and (so long as no Event of Default exists) Administrative Borrower, a successor agent from among Lenders.  Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as Agent shall be terminated.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 9 and Sections 10.4 and 10.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.  If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Agent hereunder until such time, if any, as Required Lenders appoint a successor agent as provided for above.

9.10.Collateral and Guarantee Matters.

Lenders consent and irrevocably authorize Agent (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full and the Revolving Loan Commitments have been terminated; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder or under the Intercreditor Agreement (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Administrative Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full, or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Administrative Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (d)(i) or (d)(iii) of Section 7.2 or as otherwise required by the Intercreditor Agreement (it being understood that Agent may conclusively rely on a certificate from Administrative Borrower in determining whether the Debt secured by any such Lien

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is permitted by Section 7.1(b)).  Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 9.10.

9.11.First Lien Obligations and Subordinated Debt.

Each Lender hereby irrevocably appoints, designates and authorizes Agent to enter into the Intercreditor Agreement and any subordination or intercreditor agreement pertaining to any Debt that is subordinated to the Obligations, on its behalf and to take such action on its behalf under the provisions of any such agreement (subject to the last sentence of this Section 9.11).  Each Lender further agrees to be bound by the terms and conditions of the Intercreditor Agreement and any subordination or intercreditor agreement pertaining to any Debt that is subordinated to the Obligations.  Each Lender hereby authorizes Agent to issue blockages notices in connection with any Debt that is subordinated to the Obligations at the direction of Required Lenders (it being agreed and understood that Agent will not act unilaterally to issue such blockage notices).

9.12.Actions in Concert.

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

Section 10.Miscellaneous.

10.1.Waiver; Amendments.

(a)No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy.  No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any Debt that is subordinated to the Obligations and/or any Liens that are subordinated to the Liens securing the Obligations) shall in any event be effective unless the same shall be in writing and signed by Borrowers (with respect to Loan Documents to which Borrowers are a party) and by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:

(i)no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby, in addition to Required Lenders and Borrowers, do any of the following: (1) increase any of the Commitments (provided, that only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase), (2) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (iii) of this Section 10.1(a)) or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (3) reduce the principal amount of any Term Loan, the amount or rate of interest thereon (provided,

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that Required Lenders may rescind an imposition of default interest pursuant to Section 2.7.1), or any fees or other amounts payable hereunder or under the other Loan Documents;

(ii)no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrowers (with respect to Loan Documents to which Borrowers are a party), do any of the following: (1) release any party from its guaranty under the Guarantee and Collateral Agreement or all or substantially all of the Collateral granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (2) change the definition of Required Lenders or Limited Voting Lenders, (3) change any provision of this Section 10.1, (4) amend the provisions of Section 2.12.2, or (5) reduce the aggregate Pro Rata Shares required to effect any amendment, modification, waiver or consent under the Loan Documents; and

(iii)no such amendment, modification, waiver or consent shall, unless in writing and signed by Required Lenders, in addition to Borrowers, amend, modify or waive Sections 2.10.2 or 2.10.3 with respect to the timing or application of mandatory prepayments of the Term Loans.

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

(c)Notwithstanding any provision to the contrary set forth in this Agreement, it is agreed and understood as follows with respect to Limited Voting Lenders and Defaulting Lenders:

(i)all Limited Voting Lenders and Defaulting Lenders (and their respective Pro Rata Shares) shall be excluded from the determination of Required Lenders, and shall not have voting rights with respect to any matters requiring the approval of Required Lenders;

(ii)no Limited Voting Lender or Defaulting Lender shall be considered a “Lender” for purposes of the proviso to the definition of the term “Required Lenders”;

(iii)no Limited Voting Lender or Defaulting Lender shall have any voting rights under clause (2) of Section 10.1(a)(i)) or clause (1), (2) or (4) of Section 10.1(a)(ii); and

(iv)any Term Loans held by a Limited Voting Lender or a Defaulting Lender shall be excluded for purposes of determining any approval to be provided pursuant to Section 10.1(a)(iii), and no Limited Voting Lender or Defaulting Lender shall have any voting rights under Section 10.1(a)(iii).

10.2.Notices.

Except as otherwise provided in Section 2.2.3, all notices hereunder shall be in writing (including facsimile or electronic mail transmission) and shall be sent to the applicable party at its address shown on Annex II or at such other address as such party may, by written notice received by the other parties, have designated as its address for such purpose.  Notices sent by facsimile transmission shall be deemed to have been given when sent; notices sent by mail shall be deemed to have been given three Business Days after the date when sent by registered or certified mail, postage prepaid; and notices sent by hand delivery or overnight courier service shall be deemed to have been given when received.  For purposes of Section 2.2.3, Agent shall be entitled to rely on telephonic instructions from any person that Agent in good faith

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believes is an authorized officer or employee of any Borrower, and each Borrower shall hold Agent and each other Lender harmless from any loss, cost or expense resulting from any such reliance.  Each Borrower and Lenders each hereby acknowledge that, from time to time, Agent may deliver information and notices to Lenders using the internet service “Intralinks” or electronic mail.  Each Borrower and each Lender hereby agree that Agent may, in its discretion, utilize Intralinks or electronic mail for such purpose.

10.3.Computations.

Unless otherwise specifically provided herein, any accounting term used in this Agreement (including in Section 7.14 or any related definition) shall have the meaning customarily given such term in accordance with GAAP, and all financial computations (including pursuant to Section 7.14 and the related definitions, and with respect to the character or amount of any asset or liability or item of income or expense, or any consolidation or other accounting computation) hereunder shall be computed in accordance with GAAP consistently applied; provided that if Administrative Borrower notifies Agent that Borrowers wish to amend any covenant in Section 7.14 (or any related definition) to eliminate or to take into account the effect of any change in GAAP on the operation of such covenant (or if Agent notifies Administrative Borrower that Required Lenders wish to amend Section 7.14 (or any related definition) for such purpose), then Borrowers’ compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant (or related definition) is amended in a manner satisfactory to Borrowers and Required Lenders.  The explicit qualification of terms or computations by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing.  Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any Debt or other liabilities of any Loan Party or any Subsidiary at “fair value”, as defined therein.

10.4.Costs; Expenses.

Borrowers jointly and severally agree to pay on demand all reasonable out-of-pocket costs and expenses of Agent (including Legal Costs) in connection with the preparation, execution, syndication, delivery and administration (including perfection and protection of Collateral) of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any proposed or actual amendment, supplement or waiver to any Loan Document) and all reasonable out-of-pocket costs and expenses (including Legal Costs) incurred by Agent and the Lenders after the occurrence and during the continuance of an Event of Default in connection with the collection of the Obligations and enforcement of this Agreement, the other Loan Documents or any such other documents (limited, in the case of Legal Costs of the Lenders, to one legal counsel for all Lenders other than Agent and its Affiliates and Approved Funds).  In addition, Borrowers jointly and severally agree to pay, and to save Agent and Lenders harmless from all liability for, any fees of any Borrower’s auditors in connection with any reasonable exercise by Agent and Lenders of their rights pursuant to Section 6.2.  All Obligations provided for in this Section 10.4 shall survive repayment of the Loans, cancellation of the Notes and termination of this Agreement.

10.5.Indemnification by Borrowers.

In consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, Borrowers hereby jointly and severally agree to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees,

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Affiliates and agents (such officers, directors, employees, Affiliates and agents are, in relation to Agent, a Lender referred to herein as “Related Parties” of such Person) of Agent, and each Lender (each of Agent, each Lender, and each its Related Parties, is referred to herein as a “Lender Party”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets (including the Related Transactions) or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result from the bad faith, gross negligence or willful misconduct of the applicable Lender Party or its Related Parties, or from a material breach by such Lender Party of its obligations under this Agreement, in each case as determined by a court of competent jurisdiction.  If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrowers hereby jointly and severally agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.  All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.

10.6.Marshaling; Payments Set Aside.

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

10.7.Nonliability of Lenders.

The relationship between Borrowers on the one hand and Lenders and Agent on the other hand shall be solely that of borrower and lender.  Neither Agent nor any Lender shall have any fiduciary responsibility to any Borrower.  Neither Agent nor any Lender undertakes any responsibility to any Borrower to review or inform any Borrower of any matter in connection with any phase of any Borrower’s business or operations.  Execution of this Agreement by Borrowers constitutes a full, complete and irrevocable release of any and all claims which any Borrower may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject matter of this Agreement and the other Loan Documents.  Neither Agent nor any Lender shall have any liability with

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respect to, and each Borrower hereby waives, releases and agrees not to sue for, any special, indirect, punitive or consequential damages or liabilities.

10.8.Assignments; Participations.

10.8.1.Assignments.

(a)Any Lender may at any time assign to one or more Persons (excluding (x) the Loan Parties, (y) any individual and (z) Sponsor and its Investment Affiliates) (any such non-excluded Person, an “Assignee”) all or any portion of such Lender’s Loans with the prior written consent of Agent (which shall not be unreasonably withheld or delayed) and, so long as no Event of Default exists, Administrative Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required (i) from Administrative Borrower for an assignment by a Lender to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender or to any Person that would constitute a member of its Lender Group or (ii) from Agent for an assignment by a Lender to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender or to any Person that would constitute a member of its Lender Group).  Except as Agent may otherwise agree, any such assignment (other than any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender or any Person that would constitute a member of its Lender Group) shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining principal amount held by the assignor of the Loan being assigned.  Borrowers and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid to Agent by the Lender to whom such interest is assigned; provided, that no such fee shall be payable in connection with any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender or any Person that would constitute a member of its Lender Group.  Any attempted assignment not made in accordance with this Section 10.8.1 shall be treated as the sale of a participation under Section 10.8.2.  Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Administrative Borrower has expressly objected to such assignment within three Business Days after notice thereof.

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

(c)Agent, acting solely for this purpose as a non-fiduciary agent of Borrowers, shall maintain at one of its offices in the United States a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender, and the principal amount of the Loans owing to, such Lender pursuant to the terms hereof.  The entries in such register shall be conclusive, and Borrowers, Agent and Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding

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notice to the contrary.  Such register shall be available for inspection by Borrowers and any Lender, at any reasonable time upon reasonable prior notice to Agent.

(d)Notwithstanding the foregoing provisions of this Section 10.8.1 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Loans and its Note (i) as collateral security to a Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors or to any agent or other lender in respect of its financing sources (but no such assignment shall release any Lender from any of its obligations hereunder) and (ii) to (v) an Affiliate of such Lender which is at least 50% owned (directly or indirectly) by such Lender or by its direct or indirect parent company, (w) its direct or indirect parent company, (x) one or more other Lenders, (y) an Approved Fund or (z) any Person that would constitute a member of its Lender Group.  Notwithstanding anything to the contrary in this Agreement, and without need of any consent, written agreement to be bound by this Agreement or other documents, instruments, opinions or certificates or any other action on the part of Ares, Ares’ pledgee or any other Person, Ares shall be permitted to pledge or grant a security interests in all or any of its portion of Term Loans or other Obligations and other interests, rights or obligations hereunder to secure the obligations of Ares or any of its Affiliates to any Person (and/or agent, trustee or representative of such Person) providing any loan, letter of credit or other extension of credit to or for the account of Ares or any of its Affiliates.

(e)Each Loan Party hereby acknowledges that Agent and the Lenders and/or each of their Affiliates may securitize all or any part of the Loans (a “Securitization”) through the pledge of all or any part of the Loan Documents as collateral security for loans thereto or through the issuance of direct or indirect interests in all or any part of the Loans, which loans to Borrowers or their direct or indirect interests may be rated by Moody’s, S&P or one or more other rating agencies (the “Rating Agencies”).

10.8.2.Participations.

Any Lender may at any time sell to one or more Persons (other than the Sponsor or any Affiliate thereof) participating interests in its Term Loans, Commitments or other interests hereunder (any such Person, a “Participant”).  In the event of a sale by a Lender of a participating interest to a Participant, (a) such Lender’s obligations hereunder shall remain unchanged for all purposes, (b) Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder and (c) all amounts payable by Borrowers shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender.  No Participant shall have any direct or indirect voting rights hereunder except with respect to any event described in Section 10.1 expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders.  Each Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant and such Lender, acting solely for this purpose as a non-fiduciary agent of Borrowers, shall maintain a register similar to that described in Section 10.8.1(c) with respect to such participation.  Each Borrower agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that such right of set-off shall not be exercised without the consent of Agent and shall be subject to the obligation of each Participant to share with Lenders, and Lenders agree to share with each Participant, as provided in Section 2.12.5.  Each Borrower also agrees that each Participant shall be entitled to the benefits of Section 3 as if it were a Lender (provided that such Participant complies with the requirements of Section 3.1(c) and (d) as if it were a Lender; provided further, that no Participant shall receive any greater compensation pursuant to Section 3 than would have been paid to the participating Lender if no participation had been sold).

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10.9.Confidentiality.

Agent and each Lender agree to use commercially reasonable efforts (equivalent to the efforts Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential all information provided to them by any Loan Party, except that Agent and each Lender may disclose such information (a) to Persons employed or engaged by Agent or such Lender or any of their Affiliates (including collateral managers of Lenders) in evaluating, approving, structuring or administering the Term Loans; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 10.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner, or any insurance industry association, or as reasonably believed by Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which Agent or such Lender is a party; (f) to any nationally recognized rating agency or investor of a Lender that requires access to information about a Lender’s investment portfolio in connection with ratings issued or investment decisions with respect to such Lender; (g) that ceases to be confidential through no fault of Agent or any Lender; (h) to a Person that is an investor or prospective investor in a Securitization that agrees that its access to information regarding any Borrower and the Loans is solely for purposes of evaluating an investment in such Securitization and who agrees to treat such information as confidential; or (i) to a Person that is a trustee, collateral manager, servicer, noteholder or secured party in a Securitization in connection with the administration, servicing and reporting on the assets serving as collateral for such Securitization and has been instructed in writing to treat such information as confidential.  For purposes of this Section, “Securitization” means a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in part, by the Loans.  From and after the Closing Date, neither Agent nor any Lender may issue any press release (or make any other similar public announcement) related to this Agreement or the transactions contemplated hereby or that contains any detailed financial information about any Loan Party without the prior written approval of Administrative Borrower or the applicable Loan Party, except as may be necessary, in the opinion of counsel to the party seeking to make disclosure, to comply with the requirements of this Agreement or applicable law.  Notwithstanding the foregoing, each Borrower consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements; provided, however, that no such tombstone, advertising or information shall contain information as to the size of the deal or the financing without the prior written consent of Administrative Borrower.

10.10.Captions.

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

10.11.Nature of Remedies.

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

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any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

10.12.Counterparts.

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

10.13.Severability.

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

10.14.Entire Agreement.

This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof (except as relates to the fees described in Section 2.8.1) and any prior arrangements made with respect to the payment by any Borrower of (or any indemnification for) any fees, costs or expenses payable to or incurred (or to be incurred) by or on behalf of Agent or Lenders.

10.15.Successors; Assigns.

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

10.16.Governing Law.

THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

70

10.17.Forum Selection; Consent to Jurisdiction.

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

10.18.Waiver of Jury Trial.

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

10.19.Patriot Act.

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

[signature pages follow]

71

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

THE HYGENIC CORPORATION
By:	/s/ Niels Lichti
Name:	Niels Lichti
Title:	Chief Financial Officer

Signature Page to Second Lien Credit Agreement

ARES CAPITAL CORPORATION, as Agent and a Lender
By:	/s/ Mark Affolter
Name:	Mark Affolter
Title:	Authorized Signatory

Signature Page to Second Lien Credit Agreement

MARANON SENIOR CREDIT FUND II-A SPV, LLC, as a Lender
By: Maranon Capital, L.P., its designated manager
By: Maranon Capital Ultimate General Partner LLC, its General Partner
By:	/s/ Robert E. Kircher III
Name:	Robert E. Kircher III
Title:	Managing Director

MARANON SENIOR CREDIT FUND II-B SPV, LLC, as a Lender
By:  Maranon Capital, L.P., its designated manager
By:  Maranon Capital Ultimate General Partner LLC, its General Partner
By:	/s/ Robert E. Kircher III
Name:	Robert E. Kircher III
Title:	Managing Director

MARANON SENIOR CREDIT FUND IV, LLC, as a Lender
By:  Maranon Capital, L.P., as designated advisor under power of attorney
By:  Maranon Capital Ultimate General Partner LLC, its General Partner
By:	/s/ Robert E. Kircher III
Name:	Robert E. Kircher III
Title:	Managing Director

Signature Page to Second Lien Credit Agreement

NOTE FUNDING 1892, LLC, as a Lender
By:	/s/Anthony D. Minella
Name:	Anthony D. Minella
Title:	SVP

Signature Page to Second Lien Credit Agreement

ANNEX I
(Commitments and Pro Rata Shares)

Commitments and Pro Rata Shares

Lender	Term Loan Principal Balance		Pro Rata Share of Principal Balance
Ares Capital Corporation	$	70,000,000.00	58.33333333	%
Note Funding 1892, LLC	$	28,307,331.18	23.58944265	%
Maranon Senior Credit Fund II-A SPV, LLC	$	6,005,052.39	5.00421033	%
Maranon Senior Credit Fund II-B SPV, LLC	$	2,612,744.66	2.17728722	%
Maranon Senior Credit IV, LLC	$	13,074,871.77	10.89572648	%
TOTALS	$	120,000,000	100.0000000	%

I-1

Annex II

Addresses

Borrowers:

c/o The Hygenic Corporation
1245 Home Avenue Akron, Ohio 44310
Attention:Niels Lichti
Telephone:1-800-321-2135
Telecopy:(330) 633-8460

With a copy to:

Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600
Attention:Thomas Draper
Telecopy:1-617-235-0024

II-1

Agent:

Address for Notices:

Ares Capital Corporation
245 Park Avenue, 44th Floor
New York, NY 10167
Attention:Raymond Wright
Telecopy:(212) 710-1777

With a copy to:

Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, IL 60661
Attention:Michael A. Jacobson
Telecopy:(312) 902-1061

Address for Payments:

Bank: US Bank, N.A.
ABA No.: 091-000-022
Swift No.: USBKUS44
Acct. No.: 1731-0332-1738
Acct. Name: Ares Capital Corporation
FFC: ARCC 786127-740

II-2

Other Lenders:

Address for Notices:

Maranon Senior Credit Fund II-A SPV, LLC
225 W. Washington St., Suite 200
Chicago, IL 60606
Attention:Richard Jander
Telecopy:(312) 212-5454

With a copy to:

Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, IL 60661
Attention:Seth M. Aigner
Telecopy:(312) 902-1061

Address for Payments:

Bank: U.S. Bank N.A.
Acct No.: 104791112485
ABA No.: 091000022
Reference: The Hygenic Corporation

Address for Notices:

Maranon Senior Credit Fund II-B SPV, LLC
225 W. Washington St., Suite 200
Chicago, IL 60606
Attention:Richard Jander
Telecopy:(312) 212-5454

With a copy to:

Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, IL 60661
Attention:Seth M. Aigner
Telecopy:(312) 902-1061

Address for Payments:

Bank: U.S. Bank N.A.
Acct No.: 104791112865
ABA No.: 091000022
Reference: The Hygenic Corporation

II-3

Address for Notices:

Maranon Senior Credit IV, LLC
225 W. Washington St., Suite 200
Chicago, IL 60606
Attention:Robert E. Kircher III
Telecopy:(312) 212-5454

With a copy to:

Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, IL 60661
Attention:Seth M. Aigner
Telecopy: (312) 902-1061

Address for Payments:

Bank: State Street Bank and Trust Co.
Acct No.: 10572444
ABA No.: 011000028
Reference: The Hygenic Corporation

Address for Notices:

Note Funding 1892, LLC
Joseph Wittrock
Investments Team
One Security Benefit Place
Topeka, KS 66636
Telecopy:(785) 368-1310

With a copy to:

Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, IL 60661
Attention:Seth M. Aigner
Telecopy: (312) 902-1061

Address for Payments:

Bank: State Street Bank & Trust
Acct No.: 10549988
ABA No.: 011000028
Reference: Note Funding 1892, LLC / 43ZM

II-4

Annex III

Conditions Precedent to Permitted Acquisitions

(1)           Agent and Lenders shall receive not less than ten Business Days’ prior written notice of such Acquisition, which notice shall include a reasonably detailed description of the proposed terms of such Acquisition and identify the anticipated closing date thereof;

(2)           such Acquisition shall be structured as (a) an asset acquisition by a Borrower or a Domestic Subsidiary of a Borrower, (b) a merger of the Target with and into a Borrower or a Domestic Subsidiary of a Borrower, with such Borrower or such Domestic Subsidiary as the surviving corporation in such merger, or (c) a purchase of no less than 100% of the equity interests of the Target (which shall be organized under the laws of a State within the United States) by a Borrower;

(3)           Agent and Lenders shall receive, not less than ten Business Days’ prior to the consummation of such Acquisition (or such shorter period as agreed by Agent), a due diligence package, reasonably satisfactory to them, which package shall include, without limitation, the following with regard to the Acquisition of the applicable Target:

(a)           pro forma financial projections (after giving effect to such Acquisition) for Holdings and its Subsidiaries for the current Fiscal Year or through the remaining term of this Agreement;

(b)           appraisals (if existing);

(c)           a general description of the applicable Target’s business;

(d)           (i) the Target’s competitive position within such Target’s industry and (ii) material agreements binding upon the applicable Target or any of its personal or real property and, if requested by Agent, copies of such material agreements;

(e)           pending material litigation involving the applicable Target;

(f)            jurisdiction of incorporation of the applicable Target;

(g)           a description of the method of financing the Acquisition, including sources and uses;

(h)           locations of all material personal and real property of the applicable Target, including the location of its chief executive office;

(i)            with respect to any Target that has Pro Forma EBITDA of more than $4,000,000, a quality of earnings report from a nationally recognized accounting firm reasonably acceptable to Agent; and

(j)            any other testings or material due diligence investigation with respect to such Acquisition obtained by Borrowers concerning the applicable Target;

(4)           Agent and Lenders shall receive environmental reports and related information regarding any property owned, leased or otherwise used by the applicable Target and to be acquired or assumed by a Loan Party, which shall be in form and substance reasonably satisfactory to Agent;

III-1

(5)           such Acquisition shall only involve assets located in the United States and comprising a business, or those assets of a business, of the type engaged in by Borrowers as of the Closing Date and those reasonably related or incidental thereto, and which business would not subject Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Loan Documents other than approvals applicable to the exercise of such rights and remedies with respect to Borrowers prior to such Acquisition;

(6)           the applicable Target must have had a positive Pro Forma EBITDA on a cumulative basis for the immediately preceding 12 months;

(7)           Agent and Lenders shall receive evidence that the insurance requirements set forth in Section 6.3 have been satisfied with respect to the assets and business acquired in connection with such Acquisition;

(8)           Agent, for the benefit of Agent and Lenders, (a) is granted a first priority perfected Lien (subject only to Permitted Liens) on all real and personal property being acquired pursuant to such Acquisition (and, in the case of an Acquisition involving the purchase of any applicable Target’s equity interests, all of such purchased equity interests shall be pledged to Agent for the benefit of Agent and Lenders, and such Target shall guarantee the Obligations and grant to Agent, for the benefit of Agent and Lenders, a first priority perfected Lien (subject only to Permitted Liens) on such Person’s assets) and (b) will be provided such other documents, instruments and legal opinions as Agent shall request to perfect or maintain the perfection of its Lien on all real and personal property of the applicable Target, as the case may be, all such documents to be delivered no later than 10 days after the closing of such Acquisition (or such longer period as agreed by Agent);

(9)           after giving effect to such Acquisition and the incurrence of any Loans, other Debt or Contingent Obligations in connection therewith, (a) Holdings shall be in compliance on a pro forma basis with the covenants set forth in Section 7.14 (after decreasing the then applicable compliance levels by 0.25) recomputed for the most recently ended month of Holdings for which information is available regarding the business being acquired, (b) the Senior Debt to EBITDA Ratio shall not exceed 4.50:1.00 and (c) the Total Debt to EBITDA Ratio shall not exceed 6.50:1.00;

(10)         the aggregate consideration paid in connection with all Acquisitions after the Closing Date shall not exceed $50,000,000 (for purposes hereof, consideration shall include all amounts paid or payable in connection with an Acquisition (including all transaction costs and all Debt, liabilities and Contingent Obligations incurred or assumed in connection therewith));

(11)         all material consents necessary for such Acquisition have been acquired;

(12)         promptly after obtaining knowledge thereof, Borrowers shall provide notice of any material change to any of the documents or information previously provided pursuant to clauses (1) through (11) above; and

(13)         Borrowing Availability (as defined in the First Lien Loan Agreement) immediately after consummation of the Acquisition shall be an amount equal to or greater than $2,000,000.

Notwithstanding the foregoing, (i) other than the foregoing conditions precedent set forth in paragraphs (2), (3)(i), (5), (6), (8), (9), (10) and (13) above, any of the foregoing conditions precedent may be waived upon the prior written consent of Agent and (ii) with respect to any Acquisition involving aggregate consideration of less than $1,500,000, the items required under clauses (3)(a), (b), (d), (f), (g) and (h), (4), (7) and (11) shall only be required if available to Borrower.

III-2

Exhibit A

Form of Assignment Agreement

This Assignment Agreement (this “Assignment Agreement”) is entered into as of                         by and between the Assignor named on the signature page hereto (“Assignor”) and the Assignee named on the signature page hereto (“Assignee”).  Reference is made to the Second Lien Credit Agreement dated as of February 27, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among Performance Health and Wellness Holdings, Inc. and The Hygenic Corporation (collectively, “Borrowers”), the lenders party thereto from time to time, as Lenders, and Ares Capital Corporation, as administrative agent (“Agent”).  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.

Assignor and Assignee agree as follows:

1.             Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor the interests set forth on the schedule attached hereto, in and to Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents as of the Effective Date (as defined below).  Such purchase and sale is made without recourse, representation or warranty except as expressly set forth herein.

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

3.             Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment Agreement; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant thereto and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (iii) agrees that it will, independently and without reliance upon Agent, Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (vi) represents that on the date of this Assignment Agreement it is not presently aware of any facts that would cause it to make a claim under the Credit Agreement; and (vii) if organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States, which have been duly executed, certifying as to Assignee’s exemption from United States withholding taxes with respect to all payments to be made to Assignee under the Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty.

A-1

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

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

6.             Upon such acceptance and recording, from and after the Effective Date, Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to Assignee.  Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date with respect to the making of this assignment directly between themselves.

7.             THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

8.             This Assignment Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Assignment Agreement.  Receipt by telecopy of any executed signature page to this Assignment Agreement shall constitute effective delivery of such signature page.

A-2

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

ASSIGNOR:

By:

Name:

Title:

ASSIGNEE:

By:

Name:

Title:

[Consented to:
[Ares Capital Corporation, as Agent
By:
Title:	]
[The Hygenic Corporation, as Administrative Borrower]
By:
Title:

A-3

Schedule to Assignment Agreement

Assignor:

Assignee:

Effective Date:

Second Lien Credit Agreement dated as of February 27, 2015 among The Hygenic Corporation, as a Borrower, the other Borrowers from time to time party thereto, the financial institutions party thereto from time to time, as Lenders, and Ares Capital Corporation, as Agent

Interests Assigned:

	Term Loan
Assignor Amounts	$
Amounts Assigned	$
Assignee Amounts (post-assignment)	$

Assignee Information:

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

A-4

Exhibit B

Form of Compliance Certificate

Please refer to the Second Lien Credit Agreement dated as of February 27, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among the undersigned (“Administrative Borrower”), the other Borrowers party thereto from time to time, the lenders party thereto from time to time, as Lenders, and Ares Capital Corporation, as administrative agent (“Agent”).  This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to Agent and Lenders pursuant to the terms of the Credit Agreement.  Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

[Enclosed herewith is a copy of the [annual audited/quarterly/monthly] report of Borrowers as at                       (the “Computation Date”), which report fairly presents in all material respects the financial condition and results of operations [(subject to the absence of footnotes and to normal year-end adjustments)] of Borrowers as of the Computation Date and has been prepared in accordance with GAAP consistently applied.]

Administrative Borrower, for itself and on behalf of each other Borrower, hereby certifies and warrants that the computations set forth on the schedule attached hereto correspond to the ratios and/or financial restrictions contained in the Credit Agreement and such computations are true and correct as at the [Computation Date] [date hereof, after giving pro forma effect to the Acquisition (and related Loans) pursuant to which this certificate is delivered].

Administrative Borrower, for itself and on behalf of each other Borrower, further certifies that no Event of Default or Default has occurred and is continuing.

Administrative Borrower has caused this Certificate to be executed and delivered by its officer thereunto duly authorized on                              .

[The Hygenic Corporation, as Administrative Borrower]

By:

Title:

B-1

Schedule to Compliance Certificate
Dated as of                      (1)

A.	Section 7.14.1 - Maximum Total Debt to Adjusted EBITDA Ratio
	1.	Total Debt	$
	2.	Cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent as contemplated by Section 7.15 has been executed and is in effect (excluding from such deduction the portion of such cash and Cash Equivalents that is in excess of $15,000,000)	$
	3.	Net Total Debt (B(1) minus B(2))	$
	4.	Adjusted EBITDA (from A(8) above)	$
	5.	Ratio of (3) to (4)	to 1
	6.	Maximum allowed	to 1

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

B-2

Exhibit C

Form of Note

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE AGENT PURSUANT TO OR IN CONNECTION WITH THIS NOTE, THE TERMS OF THIS NOTE, AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT DATED AS OF FEBRUARY [     ], 2015 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BETWEEN GCI CAPITAL MARKETS LLC, AS THE FIRST LIEN AGENT AND ARES CAPITAL CORPORATION, AS THE SECOND LIEN AGENT.  IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS NOTE, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.

$ Chicago, Illinois

The undersigned (each a “Borrower” and collectively, the “Borrowers”), for value received, jointly and severally promise to pay to                       (“Lender”) or its registered assigns at the principal office of Ares Capital Corporation (the “Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to Borrower by Lender pursuant to the Credit Agreement referred to below, such principal amount to be payable on the dates set forth in the Credit Agreement.

Borrowers further jointly and severally promise to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement.  Payments of both principal and interest are to be made in lawful money of the United States of America.

This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Second Lien Credit Agreement, dated as of February 27, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among Borrowers, the lenders (including Lender) party thereto from time to time and Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.

This Note is made under and governed by the laws of the State of New York.

The Hygenic Corporation

By:

Title:

[Other Borrowers]

D-1

Exhibit D

Form of Notice of Conversion/Continuation

[letterhead of Administrative Borrower]

Ares Capital Corporation,
as Agent
[                     ]
[                     ]
[                     ]
Attention: [                       ]
Telephone:            [                            ]
Telecopy:              [                            ]

[                     ]

Dear                                :

Please refer to the Second Lien Credit Agreement, dated as of February 27, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among the undersigned (“Administrative Borrower”), the other Borrowers from time to time party thereto, the financial institutions party thereto from time to time, as Lenders, and Ares Capital Corporation, as administrative agent (“Agent”).  This notice is given pursuant to Section 2.2.3 of the Credit Agreement.  Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.  Administrative Borrower hereby requests a [conversion] [continuation] of Term Loans as follows:

The date of the proposed [conversion] [continuation] is                          ,            (which shall be a Business Day).  The aggregate amount of the Term Loans proposed to be [converted] [continued] is $                      .  [Specify which part is to be converted and which part is to be continued, if  appropriate.]  The Loans to be [continued] [converted] are [Base Rate Loans] [LIBOR Loans] and the Loans resulting from the proposed [conversion] [continuation] will be [Base Rate Loans] [LIBOR Loans].  The duration of the requested Interest Period for each LIBOR Loan made as part of the proposed [conversion] [continuation] is          months (which shall be 1, 2, 3 or, with each Lender’s consent, 6 months)].

Administrative Borrower has caused this Notice to be executed and delivered by its officer thereunto duly authorized on                                     .

The Hygenic Corporation, as Administrative Borrower

By:

Title:

E-1

Exhibit E

Form of Excess Cash Flow Certificate

Date:                      , 20   

Please refer to the Second Lien Credit Agreement dated as of February 27, 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among the undersigned (the “Administrative Borrower”), the other Borrowers from time to time party thereto, the lenders party thereto from time to time, as Lenders, and Ares Capital Corporation, as administrative agent (“Agent”).  This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to Agent and Lenders pursuant to the terms of the Credit Agreement.  Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

The officer executing this Certificate is a chief financial officer of Administrative Borrower and as such is duly authorized to execute and deliver this Certificate on behalf of Administrative Borrower (for itself and on behalf of each other Borrower).  By executing this Certificate such officer hereby certifies to Agent and Lenders that:

(a)           set forth on Schedule 1 attached hereto is a correct calculation of Excess Cash Flow for the Fiscal Year ended April 30, 20   and a correct calculation of the required prepayment of $                ;

(b)           Schedule 1 attached hereto is based on the audited financial statements which have been delivered to Agent in accordance with Section 6.1.1 of the Credit Agreement.

IN WITNESS WHEREOF, Administrative Borrower has caused this Certificate to be executed by its chief financial officer this       day of                       , 20  .

The Hygenic Corporation, as Administrative Borrower

By:

Title:

F-1

Schedule 1
to
Excess Cash Flow Certificate

Excess Cash Flow is defined as follows:
EBITDA (from item A(4) of Exhibit B)		$
Plus:	Decrease in Adjusted Working Capital	$
Less:	Scheduled principal payments made with respect to Term Loans and other permitted Debt	$
	Voluntary principal prepayments made with respect to Term Loans	$
	Cash payments (not financed with the proceeds of Debt other than Revolving Loans) made in such period with respect to Capital Expenditures	$
	Federal, state, local and foreign income taxes paid in cash (net of cash refunds)	$
	Interest Expense with respect to permitted Debt paid in cash	$
	Management fees and expenses paid in cash to Sponsor and Affiliates to the extent permitted under Section 7.4	$
	Directors fees and expenses paid in cash to the extent permitted under Section 7.4	$
	Transaction costs and cash expenses associated with Related Transactions	$
	Transaction expenses for Permitted Acquisitions, or a Qualified IPO, that are consummated (not financed with the proceeds of equity issuances, contributions to capital or Debt other than Revolving Loans)	$
	Transaction expenses for Permitted Acquisitions, or a Qualified IPO, that are not consummated up to $1,000,000 during the term of Credit Agreement	$
	Liquid latex and menthol procurement costs that have been added back in the calculations of EBITDA for the period from May 1, 2015 through October 31, 2015	$
	Non-recurring and business optimization expenses that have been added back in the calculation of EBITDA Increase in Adjusted Working Capital	$
Excess Cash Flow		$
Total Debt to EBITDA Ratio (from item A(5) of Exhibit B)		: 1
Prepayment percent		%
Prepayment amount		$

F-2

Decrease (increase) in Adjusted Working Capital, for the purposes of the calculation of Excess Cash Flow, means the following:

		Beg. of Period	End of Period
Consolidated current assets:		$	$
Less:	cash
	cash equivalents
Adjusted current assets		$	$
Consolidated current liabilities:		$	$
Less:	short-term Debt (including current portion of long-term Debt)
Adjusted current liabilities		$	$
Adjusted Working Capital (adjusted consolidated current assets minus adjusted consolidated current liabilities)		$
Decrease (Increase) in Adjusted Working Capital (beginning of period minus end of period Adjusted Working Capital)			$

F-3

Exhibit F

Form of Borrower Joinder Agreement

This Borrower Joinder Agreement (this “Borrower Joinder Agreement”) is made as of the day of              , 20     by and among                              , a[n]                               [corporation] [limited liability company] (the “New Borrower”), [                               ] and [                          ] (collectively, the “Existing Borrowers”), and each other Loan Party (collectively, together with the Existing Borrowers, the “Existing Loan Parties”), and Ares Capital Corporation, as agent (in such capacity, the “Agent”) for the Lenders referred to below.

WHEREAS, the Existing Borrowers, the lenders from time to time party thereto (the “Lenders”) and Agent executed that certain Second Lien Credit Agreement, dated as of February 27, 2015 (as amended or modified prior to the date hereof, the “Credit Agreement”), pursuant to which the Agent and Lenders have agreed to make available to the Existing Borrowers certain financial accommodations, including letters of credit (collectively, the “Loans”);

WHEREAS, the New Borrower has been created or acquired and wishes to request and receive Loans available to Borrowers under the Credit Agreement as set forth therein and, as a result of the foregoing and in accordance with Section 1.3 of the Credit Agreement, New Borrower desires to become a Borrower and a joint and several co-obligor under the Credit Agreement and the other Loan Documents; and

WHEREAS, the New Borrower, the Existing Loan Parties and the Agent have agreed to execute this Borrower Joinder Agreement and to cause the New Borrower to become a Borrower under the Credit Agreement;

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.             Pursuant to Section 1.3 of the Credit Agreement, the New Borrower is executing this Borrower Joinder Agreement in order to become a Borrower under the Credit Agreement.  By executing this Borrower Joinder Agreement, the New Borrower agrees that it shall (i) become a party to the Credit Agreement as if an original signatory thereto, (ii) be bound by all of the provisions of the Credit Agreement as if an original signatory thereto, and (iii) be considered a Borrower for all purposes of the Credit Agreement and have the rights and obligations of a Borrower thereunder.

2.             The New Borrower’s contact information for notice for purposes of Section 10.2 of the Credit Agreement is as described in its signature block hereto.

3.             The New Borrower (a) confirms that it has received a copy of the Credit Agreement, together with copies of all other documents and information as it has deemed appropriate to make its own decision to enter into this Borrower Joinder Agreement, (b) agrees that it will perform in accordance with all of the obligations and comply with all of the covenants that by the terms of Credit Agreement and the other Loan Documents are required of it as a Borrower thereunder, (c) confirms that the representations and warranties contained in the Credit Agreement and in any other Loan Document applicable to a Borrower are true and correct in all material respects with respect to New Borrower with the same effect as of the date hereof (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and

G-1

(d) authorizes [                 ], as Borrowing Agent, to act in such capacity on its behalf under the Credit Agreement.

4.             In order to confirm the New Borrower’s grant of a security interest to the Agent, for itself and the ratable benefit of each Lender and the Issuer, pursuant to Section 6.8 of the Credit Agreement, to secure the payment and performance of the Obligations under the Credit Agreement, the New Borrower hereby grants and pledges to the Agent, for itself and the ratable benefit of each Lender and the Issuer, a continuing security interest in and a pledge of all of the New Borrower’s Collateral, whether now owned or existing or hereafter acquired or arising and wherever located.

5.             Attached hereto as Exhibit A are supplemental Schedules to the Credit Agreement to reflect the addition of the New Borrower.  As of the effective date of this Borrower Joinder Agreement, such Schedules shall become a part of the Schedules to the Credit Agreement for all purposes hereof and thereof.

6.             As a condition precedent to the effectiveness of this Borrower Joinder Agreement, (a) New Borrower shall execute and deliver a joinder to the Guarantee and Collateral Agreement that is reasonably acceptable to Agent in form and content, (b) New Borrower shall deliver such other Collateral Documents that are applicable to New Borrower and requested by Agent, and (c) if requested by any Lender, the Loan Parties shall deliver to the Agent new Notes reflecting all Borrowers.

7.             This Borrower Joinder Agreement shall inure to the benefit of each party hereto and each such party’s respective successors and assigns; provided that any assignment by any Borrower (including the New Borrower) of its rights hereunder shall be void.

8.             Each of the Existing Loan Parties fully consents to the New Borrower becoming a Borrower under the Credit Agreement.

9.             This Borrower Joinder Agreement shall constitute a Loan Document.

10.          THIS BORROWER JOINDER AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

11.          This Borrower Joinder Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Receipt by facsimile or other electronic transmission of any executed signature page to this Borrower Joinder Agreement shall constitute effective delivery of such signature page.  This Borrower Joinder Agreement to the extent signed and delivered by means of a facsimile machine or other electronic transmission (including “pdf”), shall be treated in all manner and respects and for all purposes as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

[Signatures Follow]

G-2

IN WITNESS WHEREOF, each of the undersigned has caused this Borrower Joinder Agreement to be executed by its duly authorized officer(s) thereunto duly authorized as of the day and year first above written.

NEW BORROWER:
[	]
Name:
Title:
By:
[	]
[	]
[	]
Attention: [	]
Telephone: [	]
Telecopier: [	]
Email: [	]
AGENT:
ARES CAPITAL CORPORATION
Name:
Title:
By:

G-3

EXISTING LOAN PARTIES:
[	]
Name:
Title:
By:
[	]
Name:
Title:
By:
[Other Loan Parties]
Name:
Title:
By:

G-4

EXHIBIT A

SUPPLEMENTAL SCHEDULES

[To be provided by Loan Parties.]

G-5

Schedule 4.13                      Prior Debt

1.All obligations under that certain Note Purchase Agreement dated as of October 11, 2012 by and among The Hygenic Corporation, each of the “Purchasers” party thereto, and Maranon Capital, L.P., as agent.

Schedule 5.6                         Litigation

None.

2

Schedule 5.8                         Capitalization

Issuer	Holder	Class of Interests	Number of Shares or Interests/Percentage Ownership	Shares/Interests Issued	Certificate Number	Percentage Pledged
Performance Health & Wellness Holdings, Inc.	PHW Intermediate Holdings, Inc.	Common Stock	200 / 100%	200	N/A	0%
The Hygenic Corporation	Performance Health & Wellness Holdings, Inc.	Common Stock	1,000 / 100%	1,000	3	100%
Performance Health, LLC	The Hygenic Corporation	LLC Interests	1 / 100%	1	1	100%
Hygenic Intangible Property Holding Co.	The Hygenic Corporation	Common Stock	1,000 / 100%	1,000	1	100%
TheraPearl LLC	The Hygenic Corporation	LLC Interests	Uncertificated / 100%	N/A	N/A	100%
Cramer Products, Inc.	The Hygenic Corporation	Common Stock	100 / 100%	100	PH-1	100%
Active Ankle Systems, Inc.	Cramer Products, Inc.	Common Stock	100/100%	100	1	100%
Stromgren Athletics, Inc.	Cramer Products, Inc.	Common Stock	1,000/100%	1,000	1	100%
Cramer Sports International, Inc.	Cramer Products, Inc.	Common Stock	10,000/100%	10,000	2	100%
Cramer Foam Products, Inc.	Cramer Products, Inc.	Common Stock	10,000 / 100%	10,000	1	100%
American Foam Products Company	Cramer Products, Inc.	Common Stock	10/100%	10	1	100%
Performance Touch, LLC	The Hygenic Corporation	LLC Interests	Uncertificated / 100%	N/A	N/A	100%
HCM Hygenic Corporation (Malaysia) Sdn. Bhd.	The Hygenic Corporation	Common Stock (nominal value RM100 per share)	4,605,205 / 100%	4,605,205	N/A	65%
Performance Health GmbH i.L.(1)	The Hygenic Corporation	Common Stock (nominal value DM100.00 per share)	150,000 / 100%	150,000	2 and 3	65%
TheraPearl Limited(2)	TheraPearl LLC	Common Stock	1,000 / 100%	1,000	1	65%

(1)This entity is currently in liquidation

(2)The stock certificate for this entity will be replaced post-closing with one certificate representing 65% of the equity interests and another representing 35% of the equity interests.

3

Schedule 5.16                      Insurance

[See Attached]

4

Schedule 5.20                      Labor Matters

1.Second Collective Agreement and Memorandum of Understanding, dated as of June 20, 2012, by and between the Keastuan Pekerja HCM-Hygenic Corporation (Malaysia) Sdn Bhd (trade union) and HCM Hygenic.

5

Schedule 7.1                         Existing Debt

None.

6

Schedule 7.2                         Existing Liens

1.Liens in favor of Mitel Leasing, Inc. represented by filing number 98777247 in the office of the Kansas Secretary of State.

2.Liens in favor of Texas Capital Bank, N.A. represented by filing number 71120062 in the office of the Kansas Secretary of State.

7

Schedule 7.11                      Existing Investments

Issuer	Holder	Class of Interests	Number of Shares or Interests/Percentage Ownership	Shares/Interests Issued
Performance Health GmbH i.L.(3)	The Hygenic Corporation	Common Stock (nominal value DM100.00 per share)	1,000 / 100%	1,000
HCM Hygenic Corporation (Malaysia) Sdn. Bhd.	The Hygenic Corporation	Common Stock (nominal value RM100 per share)	4,605,205 / 100%	4,605,205
TheraPearl Limited	TheraPearl LLC	Common Stock	1,000 / 100%	1,000

(3)This entity is currently in liquidation

8

Schedule 7.15                      Bank Accounts

Account Holder	Financial Institution	Account Number	Contact Information
The Hygenic Corporation	FirstMerit Bank, N.A.	53 3700 8859	106 S. Main St. Akron, Ohio 44308
Hygenic Intangible Property Holding Co.	FirstMerit Bank, N.A.	53 3704 2811	106 S. Main St. Akron, Ohio 44308
Cramer Products, Inc.	Commerce Bank	590959703	8700 Monrovia St. Lenexa, Kansas 66215
Active Ankle Systems, Inc.	Commerce Bank	591003358	8700 Monrovia St. Lenexa, Kansas 66215
Stromgren Athletics, Inc.	Commerce Bank	591019635	8700 Monrovia St. Lenexa, Kansas 66215
TheraPearl LLC	EagleBank	200105898	106 S. Main Street Akron, Ohio 44308
Performance Touch, LLC	FirstMerit Bank, N.A.	5050060542	106 S. Main St. Akron, Ohio 44308

9

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF PERFORMANCE HEALTH HOLDINGS CORP.

Entity	State/Country of Organization
PHW Intermediate Holdings, Inc.	Delaware
Performance Health & Wellness Holdings, Inc.	Delaware
The Hygenic Corporation	Delaware
Performance Health GmbH i.L.	Germany
HCM-Hygenic Corporation (Malaysia) Sdn. Bhd.	Malaysia
Performance Health, LLC	Delaware
Hygenic Intangible Property Holding Co.	Nevada
Cramer Products, Inc.	Kansas
Cramer Foam Products, Inc.	Kansas
Cramer Sports International, Inc.	Kansas
American Foam Products Company	Kansas
Stromgren Athletics, Inc.	Kansas
Active Ankle Systems, Inc.	Kansas
Performance Touch, LLC	Delaware
TheraPearl LLC	Maryland

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated September 11, 2015, in the Registration Statement on Form S-1 and related Prospectus of Performance Health Holdings Corp. dated April 22, 2016.

/s/ Ernst & Young LLP

Cleveland, Ohio

April 22, 2016

EX-23.2

Exhibit 23.2

CONSENT OF NEWTON STRATEGY GROUP

We hereby consent to the filing of this letter as an exhibit to the Registration Statement on Form S-1 (the “Registration Statement”) of Performance Health Holdings Corp. and to the use of our name in connection therewith and consent to the use in the Registration Statement of the report prepared by us in October 2014.

By:	/s/Eric Witkowski
Name: Erik Witkowski
Title  Partner
Date: 09/04/15