Exhibit 10.1 __________________________________________ $50,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of December 4, 2023 by and among PHREESIA, INC., ACCESS EFORMS, LLC, MEDIFIND, INC., INSIGNIA HEALTH, LLC, CONNECTONCALL.COM, LLC and PHREESIA INTERNATIONAL, LLC, TOGETHER WITH THE OTHER PERSONS THAT ARE NOW OR FROM TIME TO TIME BECOME BORROWERS HEREUNDER, as Borrowers, THE OTHER PERSONS PARTY HERETO DESIGNATED FROM TIME TO TIME AS CREDIT PARTIES, CAPITAL ONE, NATIONAL ASSOCIATION, for itself, as a Lender and Swing Lender and as Agent for all Lenders, THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO as Lenders, and CAPITAL ONE, NATIONAL ASSOCIATION, as Sole Lead Arranger and Bookrunner __________________________________________

i TABLE OF CONTENTS ARTICLE I DEFINITIONS ......................................................................................................................... 1 1.1. Defined Terms .................................................................................................................... 1 1.2. Other Interpretive Provisions. ........................................................................................... 41 1.3. Accounting Terms and Principles. .................................................................................... 43 1.4. Payments ........................................................................................................................... 44 1.5. [Reserved] ......................................................................................................................... 44 ARTICLE II THE CREDITS ...................................................................................................................... 44 2.1. Amounts and Terms of Commitments. ............................................................................. 44 2.2. Evidence of Loans; Notes. ................................................................................................ 51 2.3. Interest. ............................................................................................................................. 52 2.4. Loan Account; Register .................................................................................................... 52 2.5. Procedure for Revolving Credit Borrowing ...................................................................... 53 2.6. Conversion and Continuation Elections ............................................................................ 54 2.7. Optional Prepayments and Reductions in Revolving Loan Commitments ....................... 55 2.8. Mandatory Payments and Prepayments of Loans ............................................................. 55 2.9. Fees ................................................................................................................................... 56 2.10. Payments by the Borrowers .............................................................................................. 57 2.11. Payments by the Lenders to Agent; Settlement ................................................................ 59 2.12. Borrower Representative .................................................................................................. 64 2.13. Eligible Accounts .............................................................................................................. 64 ARTICLE III CONDITIONS PRECEDENT ............................................................................................. 65 3.1. Conditions of Initial Loans ............................................................................................... 65 3.2. Conditions to All Borrowings ........................................................................................... 67 ARTICLE IV REPRESENTATIONS AND WARRANTIES .................................................................... 68 4.1. Corporate Existence and Power ........................................................................................ 68 4.2. Corporate Authorization; No Contravention..................................................................... 68 4.3. Governmental Authorization ............................................................................................ 68 4.4. Binding Effect ................................................................................................................... 68 4.5. Litigation ........................................................................................................................... 68 4.6. No Default......................................................................................................................... 69 4.7. ERISA Compliance ........................................................................................................... 69 4.8. Use of Proceeds; Margin Regulations ............................................................................... 70 4.9. Ownership of Property; Liens ........................................................................................... 70 4.10. Taxes ................................................................................................................................. 70 4.11. Financial Condition. .......................................................................................................... 70 4.12. Environmental Matters ..................................................................................................... 71 4.13. Regulated Entities ............................................................................................................. 71 4.14. Solvency............................................................................................................................ 72 4.15. Labor Relations ................................................................................................................. 72 4.16. Intellectual Property .......................................................................................................... 72 4.17. Brokers’ Fees; Transaction Fees ....................................................................................... 72 4.18. Ventures, Subsidiaries and Affiliates; Outstanding Stock ................................................ 72

ii 4.19. Jurisdiction of Organization; Chief Executive Office; Locations of Inventory, Equipment and Books and Records ..................................................................................................... 73 4.20. Deposit Accounts and Other Accounts ............................................................................. 73 4.21. Full Disclosure; Beneficial Ownership ............................................................................. 73 4.22. Foreign Assets Control Regulations; Anti-Money Laundering; Anti-Corruption Practices .......................................................................................................................................... 73 4.23. [Reserved] ......................................................................................................................... 74 4.24. [Reserved] ......................................................................................................................... 74 4.25. [Reserved] ......................................................................................................................... 74 4.26. Government Contracts ...................................................................................................... 74 4.27. Customer and Trade Relations .......................................................................................... 74 4.28. Healthcare Matters ............................................................................................................ 74 ARTICLE V AFFIRMATIVE COVENANTS ........................................................................................... 76 5.1. Financial Statements ......................................................................................................... 76 5.2. Certificates; Other Information ......................................................................................... 77 5.3. Notices .............................................................................................................................. 80 5.4. Preservation of Corporate Existence, Etc ......................................................................... 82 5.5. Maintenance of Property ................................................................................................... 82 5.6. Insurance ........................................................................................................................... 82 5.7. Payment of Tax and Certain Secured Obligations ............................................................ 83 5.8. Compliance with Laws ..................................................................................................... 83 5.9. Inspection of Property and Books and Records; Field Examinations ............................... 83 5.10. Use of Proceeds ................................................................................................................ 84 5.11. Cash Management Systems .............................................................................................. 84 5.12. Collateral Access Agreements .......................................................................................... 86 5.13. Further Assurances. .......................................................................................................... 86 5.14. Environmental Matters ..................................................................................................... 87 5.15. Compliance with Health Care Laws ................................................................................. 87 5.16. Post-Closing Obligations .................................................................................................. 88 ARTICLE VI NEGATIVE COVENANTS ................................................................................................ 88 6.1. Limitation on Liens ........................................................................................................... 88 6.2. Disposition of Assets ........................................................................................................ 90 6.3. Consolidations and Mergers ............................................................................................. 92 6.4. Loans and Investments ...................................................................................................... 93 6.5. Limitation on Indebtedness ............................................................................................... 94 6.6. Transactions with Affiliates .............................................................................................. 96 6.7. Compliance with ERISA .................................................................................................. 96 6.8. Restricted Payments .......................................................................................................... 96 6.9. Change in Business ........................................................................................................... 97 6.10. Change in Structure .......................................................................................................... 97 6.11. Changes in Accounting, Name and Jurisdiction of Organization ..................................... 97 6.12. Limitation on Payments of Certain Indebtedness ............................................................. 98 6.13. Amendments to Certain Indebtedness .............................................................................. 98 6.14. No Negative Pledges ......................................................................................................... 99 6.15. OFAC; USA Patriot Act; Anti-Corruption Laws ............................................................ 100 6.16. Sale-Leasebacks .............................................................................................................. 100 6.17. Hazardous Materials ....................................................................................................... 100

iii 6.18. Cloud Storage System ..................................................................................................... 100 ARTICLE VII FINANCIAL COVENANTS ........................................................................................... 100 7.1. Minimum Consolidated EBITDA ................................................................................... 100 7.2. Consolidated Fixed Charge Coverage Ratio ................................................................... 101 7.3. Minimum Liquidity ......................................................................................................... 101 7.4. Equity Cure ..................................................................................................................... 101 ARTICLE VIII EVENTS OF DEFAULT ................................................................................................ 102 8.1. Event of Default .............................................................................................................. 102 8.2. Remedies ......................................................................................................................... 104 8.3. Rights Not Exclusive ...................................................................................................... 105 8.4. Cash Collateral for Letters of Credit ............................................................................... 105 ARTICLE IX AGENT .............................................................................................................................. 105 9.1. Appointment and Duties. ................................................................................................ 105 9.2. Binding Effect ................................................................................................................. 106 9.3. Use of Discretion. ........................................................................................................... 106 9.4. Delegation of Rights and Duties ..................................................................................... 107 9.5. Reliance and Liability ..................................................................................................... 107 9.6. Agent Individually .......................................................................................................... 109 9.7. Lender Credit Decision ................................................................................................... 110 9.8. Expenses; Indemnities; Withholding. ............................................................................. 110 9.9. Resignation of Agent or L/C Issuer. ............................................................................... 111 9.10. Release of Collateral or Guarantors ................................................................................ 112 9.11. Additional Secured Parties .............................................................................................. 112 9.12. Additional Titles ............................................................................................................. 113 9.13. Credit Bid ........................................................................................................................ 113 9.14. Certain ERISA Matters ................................................................................................... 114 ARTICLE X MISCELLANEOUS............................................................................................................ 115 10.1. Amendments and Waivers. ............................................................................................. 115 10.2. Notices. ........................................................................................................................... 117 10.3. Electronic Transmissions. ............................................................................................... 118 10.4. No Waiver; Cumulative Remedies ................................................................................. 119 10.5. Costs and Expenses ......................................................................................................... 119 10.6. Indemnity. ....................................................................................................................... 120 10.7. Marshaling; Payments Set Aside .................................................................................... 121 10.8. Successors and Assigns .................................................................................................. 121 10.9. Binding Effect; Assignments and Participations. ........................................................... 121 10.10. Non-Public Information; Confidentiality. ....................................................................... 126 10.11. Set-off; Sharing of Payments. ......................................................................................... 129 10.12. Counterparts; Electronic Transmission ........................................................................... 130 10.13. Severability; Captions; Independence of Provisions ...................................................... 130 10.14. Interpretation ................................................................................................................... 130 10.15. No Third Parties Benefited ............................................................................................. 130 10.16. Governing Law and Jurisdiction ..................................................................................... 131

iv 10.17. Waiver of Jury Trial ........................................................................................................ 131 10.18. Entire Agreement; Release; Survival. ............................................................................. 132 10.19. USA Patriot Act .............................................................................................................. 132 10.20. Replacement of Lender ................................................................................................... 132 10.21. Joint and Several ............................................................................................................. 133 10.22. Creditor-Debtor Relationship.......................................................................................... 134 10.23. Keepwell ......................................................................................................................... 135 10.24. Secured Swap Providers and Secured Cash Management Banks ................................... 136 10.25. Acknowledgement and Consent to Bail-In of Affected Financial Institutions ............... 136 10.26. Lender Acknowledgments regarding Reporting ............................................................. 136 10.27. Acknowledgement Regarding any Supported QFCs ...................................................... 137 ARTICLE XI TAXES, YIELD PROTECTION AND ILLEGALITY ..................................................... 138 11.1. Taxes. .............................................................................................................................. 138 11.2. Illegality .......................................................................................................................... 141 11.3. Increased Costs and Reduction of Return. ...................................................................... 141 11.4. Reserved.......................................................................................................................... 142 11.5. Inability to Determine Rates ........................................................................................... 142 11.6. Effect of Benchmark Transition Event ........................................................................... 143 11.7. Reserved.......................................................................................................................... 144 11.8. Certificates of Lenders .................................................................................................... 144

v SCHEDULES Schedule 1.1 Prior Indebtedness Schedule 2.1(b) Revolving Loan Commitments Schedule 4.5 Litigation Schedule 4.7 ERISA Schedule 4.8 Margin Stock Schedule 4.9 Real Estate Schedule 4.12 Environmental Schedule 4.15 Labor Relations Schedule 4.17 Brokers’ and Transaction Fees Schedule 4.18 Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 4.19(a) Jurisdiction of Organization; Chief Executive Office Schedule 4.19(b) Locations of Inventory, Equipment and Books and Records Schedule 4.20 Deposit Accounts and Other Accounts Schedule 4.26 Government Contracts Schedule 4.28(e) Healthcare Proceedings Schedule 5.11 Controlled Account Banks Schedule 5.16 Post-Closing Liens to be Terminated Schedule 6.1 Liens Schedule 6.4 Investments Schedule 6.5 Indebtedness EXHIBITS Exhibit 1.1(a) Form of Assignment Exhibit 1.1(b) Form of Notice of Borrowing Exhibit 1.1(c) Form of Note Exhibit 2.1(c) Form of L/C Request Exhibit 2.1(d) Form of Swing Loan Request Exhibit 2.6 Form of Notice of Conversion/Continuation Exhibit 3.1 Closing Checklist Exhibit 5.2(b) Form of Compliance Certificate Exhibit 5.2(e) Form of Consolidated Borrowing Base Certificate

1 CREDIT AGREEMENT This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of December 4, 2023, by and among PHREESIA, INC., a Delaware corporation (“Phreesia”), ACCESS EFORMS, LLC, a Texas limited liability company (“Access”), MEDIFIND, INC., a Delaware corporation (“MediFind”), INSIGNIA HEALTH, LLC, an Oregon limited liability company (“Insignia”), CONNECTONCALL.COM, LLC, a New York limited liability company (“Connect”), PHREESIA INTERNATIONAL, LLC, a Delaware limited liability company (“International”; Phreesia, Access, MediFind, Insignia, Connect, International and each other entity that from time to time becomes a borrower under this Agreement in accordance with the terms hereof, collectively, the “Borrowers” and individually a “Borrower”), and the other Persons party hereto that are designated as a “Credit Party”, Capital One, National Association, a national banking association (in its individual capacity, “Capital One”) as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swing Lender), and such Lenders. W I T N E S S E T H: WHEREAS, the Borrowers have requested, and the Lenders have agreed to make available to the Borrowers, a revolving credit facility (including a letter of credit subfacility) upon and subject to the terms and conditions set forth in this Agreement for the uses of proceeds described in Section 5.10; WHEREAS, the Credit Parties desire to secure all of their Obligations under the Loan Documents by granting to Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of their Property, including the Stock owned by all Credit Parties in their respective Subsidiaries (but excluding, for the avoidance of doubt, Stock of (a) Phreesia and (b) any Excluded Subsidiary); NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1. Defined Terms. In addition to the terms defined in this Agreement and referenced in the grid at the end of this Section 1.1, as well as the terms defined in the first paragraph of this Agreement, the following terms have the following meanings: “Account” means, as at any date of determination, all “accounts” (as such term is defined in the UCC) of the Credit Parties, including the unpaid portion of the obligation of a customer of a Credit Party in respect of Inventory purchased by and shipped to such customer and/or the rendition of services by a Credit Party, as stated on the respective invoice of a Credit Party, net of any credits, rebates or offsets owed to such customer. “Account Debtor” means the customer of a Credit Party who is obligated on or under an Account. “Acquisition” means any transaction or series of related transactions (whether by merger or consolidation or any other combination with another Person or otherwise) for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, or (b) the acquisition of in excess of fifty percent (50%) of the Stock of any Person or otherwise causing any Person to become a Subsidiary of a Borrower.

2 “Acquisition Consideration” has the meaning assigned to such term in the definition of Permitted Acquisition. “Affected Financial Institution” means (i) any EEA Financial Institution, and (ii) any UK Financial Institution. “Affected Lender” as defined in Section 10.20. “Affected SPV/Participant” as defined in Section 10.20. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided that no Secured Party shall be an Affiliate of any Credit Party or of any Subsidiary of any Credit Party solely by reason of the provisions of the Loan Documents. For 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. “Agent” means Capital One, National Association, in its capacity as administrative agent for the Lenders hereunder, and any successor administrative agent. “Agent Report” as defined in Section 9.5(b). “Aggregate Excess Funding Amount” as defined in Section 2.11(e)(iv). “Aggregate Revolving Exposure” means the sum of all outstanding Revolving Loans, Swing Loans and L/C Reimbursement Obligations (whether contingent or funded). “Aggregate Revolving Loan Commitment” means the combined Revolving Loan Commitments of the Lenders, which shall initially be in the amount of $50,000,000, as such amount may be adjusted as permitted by or in accordance with the terms of this Agreement. “Agreement” as defined in the preamble hereto. “Anti-Corruption Laws” as defined in Section 4.22(c). “Anti-Money Laundering Laws” as defined in Section 4.22(b). “Applicable Margin” means, with respect to Revolving Loans and Swing Loans: (i) if a Base Rate Loan, two percent (2.0%) per annum and (ii) if a SOFR Loan, three percent (3.0%) per annum. Notwithstanding anything herein to the contrary, Incremental Revolving Loans shall have the Applicable Margin set forth in the applicable Incremental Joinder Agreement. “Approved Accounting Firm” means CBIZ, Grant Thornton, Alvarez & Marsal, BDO, RSM, Boulay, any “Big Four” accounting firms, and any other independent public accountants either (a) of nationally recognized standing or (b) otherwise acceptable to the Agent. “Approved Controlled Account Bank” means any of Capital One, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., Citibank, N.A., U.S. Bank National Association, PNC Bank, National Association, Truist Bank, and any division or Subsidiary thereof.

3 “Approved Fund” means, with respect to any Lender, any Person (other than a natural Person) that (a) (i) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business or (ii) temporarily warehouses loans for any Lender or any Person described in clause (i) above and (b) is advised or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages such Lender. “Assignment” means an assignment agreement entered into by a Lender, as assignor, and any Person, as assignee, substantially in the form of Exhibit 1.1(a) or any other form approved by Borrower Representative and Agent. “Attorney Costs” means and includes (i) all reasonable and documented (in reasonable detail, as the same may be redacted to preserve attorney-client privilege) out-of-pocket fees and disbursements of (a) one external counsel, (b) to the extent necessary, one local counsel in each material relevant jurisdiction, and (c) regulatory counsel if reasonably required in any material relevant specialty, plus (ii) solely in the event of a conflict of interest, one additional such set of counsel. “Availability” means, as of any date of determination, the difference of (a) the Maximum Loan Cap minus (b) the Total Loan Balance. “Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 11.6(d). “Average Daily Availability” means, at any date, the average daily Availability for the one-month period immediately preceding such date, measured for each day at the close of business. “Average TTM Monthly Payroll Amount” means, as at any date, the aggregate amount of funds in the Specified RBC Account which are used solely for the payment of payroll during the period of twelve (12) months ending immediately preceding such date, measured as of the last day of the calendar month immediately preceding such date, divided by twelve (12). “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978.

4 “Base Rate” means, for any day, a floating interest rate per annum equal to the highest of (a) the rate of interest from time to time announced by Agent at its principal office as its prime commercial lending rate (it being understood that such prime commercial rate is a reference rate and does not necessarily represent the lowest or best rate being charged by Agent to any customer and such rate is set by Agent based upon various factors including Agent’s costs and desired return, general economic conditions and other factors), (b) the sum of one half of one percent (0.50%) per annum and the Federal Funds Rate and (c) the sum of (x) Term SOFR calculated for each such day based on an Interest Period of one month, plus (y) one percent (1.00%) per annum, in each instance, as of such day. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in Agent’s prime commercial lending rate, the Federal Funds Rate or Term SOFR for an Interest Period of one month. “Base Rate Loan” means a Loan that bears interest based on the Base Rate. “Base Rate Term SOFR Determination Day” has the meaning assigned to such term in the definition of Term SOFR. “Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 11.6(a). “Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (i) the alternate benchmark rate that has been selected by Agent and the Borrower Representative giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then- prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then- current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Agent and the Borrower Representative giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then- prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), the definition of “U.S. Government Securities Business Day,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of any “breakage” provisions and other technical, administrative or operational matters) that Agent, in consultation with the Borrower Representative, reasonably decides may be appropriate to reflect the adoption and implementation of such Benchmark

5 Replacement and to permit the administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent, in consultation with the Borrower Representative, reasonably determines that adoption of any portion of such market practice is not administratively feasible or if Agent, in consultation with the Borrower Representative, reasonably determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as Agent, in consultation with the Borrower Representative, reasonably decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark: (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or (2) in the case of clause (3) of the definition of “Benchmark Transition Event”, the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such no longer representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even such Benchmark (or such component thereof) or, if such Benchmark is a term rate, if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or

6 publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or (3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Start Date” means in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication). “Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 11.6 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 11.6. “Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “Borrower” as defined in the preamble hereto. “Borrower Materials” as defined in Section 10.10(a)(i). “Borrower Representative” as defined in Section 2.12. “Borrowing” means a borrowing hereunder consisting of Loans made to or for the benefit of the Borrowers on the same day by the Lenders pursuant to Article II. “Borrowing Base” means, as of any date of determination by Agent, from time to time, an amount equal to the sum at such time of: (a) 85% of the book value of Eligible Accounts at such time; and

7 (b) 100% of Qualified Cash; provided, that the amount of Qualified Cash included in the Borrowing Base shall not exceed an amount equal to fifty percent (50%) of the Borrowing Base (as calculated after giving effect to this clause (b)); in each case less Reserves established by Agent at such time in its Permitted Discretion. “Business Day” means any day that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City and, when determined in connection with notices and determinations in respect of SOFR or any SOFR Loan or any funding, conversion, continuation, Interest Period or payment of any SOFR Loan, that is also a U.S. Government Securities Business Day. “Canadian Non-AR Collections” means Collections other than cash, checks, notes, instruments and other items of payment in respect of Accounts, in each case paid or payable in Canadian dollars. “Capital Adequacy Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy or liquidity of any Lender or of any corporation controlling a Lender, including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). “Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any Property by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP. “Capital Lease Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any sale leaseback transaction of any Person or any synthetic lease, the amount of all obligations of such Person that is (or that would be, if such synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP. “Capital One” as defined in the preamble hereto. “Cash Dominion Period” means any period commencing on the date on which (i) an Event of Default has occurred and is continuing or (ii) Availability as of any date is less than the greater of $7,500,000 and 15% of the Aggregate Revolving Loan Commitment. “Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or the government of Canada or (ii) issued by any agency of the United States federal government or the government of Canada, in each case, the obligations of which are fully backed by the full faith and credit of the United States federal government or the government of Canada, as applicable, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, the government of Canada, any state of the United States or territory of Canada or any political subdivision of any such state, province, territory or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States or Canada, (d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia or Canada or any province or territory thereof, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking

8 regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any United States or Canadian money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States or Canada, as applicable; provided that the maturities of all obligations specified in any of clauses (a), (b), (c) or (d) above shall not exceed 365 days. “Cash Management Agreement” means any agreement to provide one or more of the following types of services or facilities: (a) Automated Clearing House (ACH) transactions, (b) cash management services, including controlled disbursement services, treasury, depository, overdraft, credit or debit card, stored value card, electronic funds transfer services, and (c) foreign exchange facilities or other cash management arrangements in the ordinary course of business. For the avoidance of doubt, Cash Management Agreements do not include Rate Contracts. “Cash Management Compliance Date” as defined in Section 5.11. “Cash Management/Hedge Reserves” means such reserves as Agent, from time to time, determines in its Permitted Discretion reflecting the reasonably anticipated Secured Cash Management Obligations and/or the termination value of Secured Rate Contract Obligations then provided or outstanding. “CCP” as defined in Section 5.15(c). “Change of Control” means: (a) any “Person” or “Group” (within the meaning of Sections 13(d) and 14(d) under the Exchange Act) (i) is or shall be the “beneficial owner” (as so defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of thirty-five percent (35%) or more on a fully diluted basis of the voting and/or economic interest in the Stock or other equity interests of Phreesia, or (ii) has obtained the power (whether or not exercised) to elect a majority of the members of the board of directors or other equivalent governing body of Phreesia; (b) during any period of twenty-four (24) consecutive months, a majority of the members of the board of directors or other equivalent governing body of any Credit Party cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or (c) except pursuant to a transaction permitted under the Loan Documents, Phreesia shall at any time cease to own, directly or indirectly, one hundred percent (100%) of the issued and outstanding Stock of any of its Subsidiaries (other than nominal minority holdings in Foreign Subsidiaries in accordance with applicable Requirements of Law). “Class” (a) when used with respect to Lenders, refers to whether such Lenders have a Loan or Commitment with respect to a particular “class” (as described in clauses (b) or (c) of this definition) of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments

9 are Revolving Loan Commitments or Incremental Revolving Loan Commitments, and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Loans or Incremental Revolving Loans, in each case, under this Agreement as originally in effect or amended pursuant to Sections 2.1(e) or 10.1), of which such Loans, Borrowing or Commitments shall be a part. Revolving Loan Commitments and Incremental Revolving Loan Commitments (and in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Notwithstanding the foregoing, Commitments (and in each case, the Loans made pursuant to such Commitments, including any Incremental Revolving Loan Commitments intended to be fungible with any existing Revolving Loan Commitment) that have identical terms and conditions shall be construed to be in the same Class. “Closing Date” means December 4, 2023. “CMS” means the U.S. Center for Medicare and Medicaid Services. “Code” means the United States Internal Revenue Code of 1986. “Collateral” means all Property and interests in Property and proceeds thereof now owned or hereafter acquired by any Credit Party, and any other Person who has granted a Lien to Agent pursuant to a Loan Document, in or upon which a Lien is granted, purported to be granted, or now or hereafter exists in favor of any Lender or Agent for the benefit of Agent, Lenders and other Secured Parties, under any Loan Document, executed by such Person, but excluding, in all cases, for the avoidance of doubt, any Excluded Property (as defined in the Guaranty and Security Agreement) and any other Property expressly excluded from the “Collateral” in any Loan Document. “Collateral Documents” means, collectively, the Guaranty and Security Agreement, each Control Agreement and all other security agreements, guaranties and other similar agreements, and all amendments, restatements, modifications or supplements thereof or thereto, by or between any one or more of any Credit Party, any of their respective Subsidiaries or any other Person pledging or granting a Lien on Collateral or guarantying the payment and performance of the Obligations, and any Lender or Agent for the benefit of Agent, the Lenders and other Secured Parties now or hereafter delivered to the Lenders or Agent pursuant to or in connection with the Loan Documents, as any of the foregoing may be amended, restated and/or modified from time to time. “Collection Account” means any deposit account of a Credit Party which is used exclusively for deposits of collections and proceeds of Collateral and not as a disbursement or operating account upon which checks or other drafts may be drawn. “Collections” means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset sales, rental proceeds and tax refunds). “Commitment” means, for each Lender, its Revolving Loan Commitment. “Commitment Percentage” means, as to any Lender, the percentage equivalent of such Lender’s Revolving Loan Commitment divided by the Aggregate Revolving Loan Commitment; provided that following acceleration of the Loans, such term means, as to any Lender, the percentage equivalent of the principal amount of the Loans held by such Lender, divided by the aggregate principal amount of the Loans held by all Lenders. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

10 “Competitor” means any Person that is an operating company directly and primarily engaged in substantially similar business operations as the Borrowers. “Compliance Certificate” as defined in Section 5.2(b). “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profit Taxes. “Consolidated Borrowing Base” means the Borrowing Bases of all Credit Parties on a consolidated basis. “Consolidated Borrowing Base Certificate” means a certificate of the Borrower Representative, on behalf of each Credit Party, in the form of Exhibit 5.2(e) for all Credit Parties on a consolidated basis. “Consolidated Capital Expenditures” means, without duplication, for any period, all expenditures for fixed or capital assets (including, for the avoidance of doubt, capitalized internal-use software) for the period of measurement determined in accordance with GAAP, including replacement, repairs and improvements but excluding (to the extent otherwise included), any such expenditures financed with (1) Net Proceeds from Dispositions, (2) cash proceeds from Stock issuances or capital contributions, (3) Net Proceeds from any Event of Loss to the extent such proceeds are actually applied to replace, repair or reconstruct the damaged Property or Property affected by the condemnation or taking in connection with such Event of Loss, or (4) cash proceeds of indemnity payments or third party reimbursements received by a Borrower or any of its Subsidiaries; Consolidated Capital Expenditures shall also exclude that portion of the purchase price of a Target in a Permitted Acquisition or other Acquisition permitted hereunder that constitutes a capital expenditure under GAAP. “Consolidated Cash Flow” means, for any period, (1) Consolidated EBITDA, minus (2) Consolidated Unfinanced Cash Capital Expenditures. “Consolidated EBITDA” means, for any period, net income (or loss) for the applicable period of measurement of Borrowers and their respective Subsidiaries (together with the other Persons whose income or loss is taken into account in as provided below in determining Consolidated EBITDA) on a consolidated basis determined in accordance with GAAP, without duplication of any item described under clause (a) or (b) below (and the term “duplication” shall include any cash reimbursement for any loss or expense or other item for which an add-back is provided below), in each case to the extent taken into account in the calculation of net income (or loss) for such period: (a) Less: (1) the income (or plus the loss) of any Person which is not a Subsidiary of a Borrower or any of its Subsidiaries, except to the extent of the amount of dividends or other distributions actually paid to a Borrower or any of its Subsidiaries in cash or Cash Equivalents by such Person and the payment of dividends or similar distributions by that Person was not at the time subject to the consent of a third party or prohibited by operation of the terms of its charter or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Person, (2) [reserved], (3) the proceeds of any insurance (other than business interruption insurance),

11 (4) gains (or plus losses) from the sale, exchange, transfer or other disposition of Property not in the ordinary course of business of the Borrowers and their Subsidiaries, and related tax effects in accordance with GAAP, (5) income tax refunds received, in excess of income tax liabilities, (6) income (or plus the loss) from the early extinguishment of Indebtedness, net of related tax effects, (b) Plus: (1) depreciation and amortization, (2) Consolidated Net Interest Expense, (3) all Taxes on or measured by income (excluding income tax refunds), (4) [reserved], (5) all non-cash losses or reasonable and documented expenses (or minus non-cash income or gain), including non-cash adjustments resulting from the application of purchase accounting, non-cash expenses arising from grants of stock appreciation rights, stock options or restricted stock, non-cash impairment of good will and other long term intangible assets, unrealized non-cash losses (or minus unrealized non-cash gains) under Rate Contracts, unrealized non-cash losses (or minus unrealized non-cash gains) in such period due solely to fluctuations in currency values, but excluding any non-cash loss or expense (i) that is an accrual of a reserve for a cash expenditure or payment to be made, or anticipated to be made, in a future period or (ii) relating to a write-down, write off or reserve with respect to accounts receivable or Inventory, (6) fees and reasonable and documented out-of-pocket expenses incurred in connection with the negotiation, execution and delivery on the Closing Date of the Loan Documents, and (7) fees and reasonable, documented, out-of-pocket expenses incurred in connection with any amendments or waivers to this Agreement, the other Loan Documents. In determining Consolidated EBITDA for a particular period, pro forma effect will be given to any Permitted Acquisition since the first day of such period, as if such Permitted Acquisition occurred on the first day of such period. “Consolidated Fixed Charge Coverage Ratio” means, for any period, the ratio of: (1) Consolidated Cash Flow for such period, less for the Borrowers and their Subsidiaries all Taxes on or measured by income (excluding income tax refunds) paid or payable in cash with respect to such period, to (2) Consolidated Fixed Charges for such period. “Consolidated Fixed Charges” means for the Borrowers and their Subsidiaries, for such period, the sum of: (1) Consolidated Net Interest Expense for such period,

12 (2) Scheduled principal payments of Indebtedness during such period, and (3) Restricted Payments described in Section 6.8(b) paid in cash during such period. “Consolidated Funded Indebtedness” means, as of any date of measurement, all Indebtedness of the Borrowers and their Subsidiaries as of the date of measurement (i) of the types set forth in clauses (a), (b), (c) (solely in respect of letters of credit, and provided that such Indebtedness will be limited to the extent of drawn and unreimbursed amounts thereunder that are not cash collateralized), (d), (f), and (g) of the definition of Indebtedness, and (ii) of the type set forth in clause (j) of the definition of Indebtedness with respect to Indebtedness of the types contemplated by the preceding clause (i). “Consolidated Net Interest Expense” means for the Borrowers and their Subsidiaries for any period: (1) Gross interest expense (including that attributable to Capital Lease Obligations) for such period paid or required to be paid in cash (including all commissions, discounts, fees and other charges in connection with letters of credit and similar instruments and net amounts paid or payable and/or received or receivable under permitted Rate Contracts in respect of interest rates) for Borrowers and their Subsidiaries on a consolidated basis, less (2) Interest income for such period. “Consolidated Unfinanced Cash Capital Expenditures” means, for any period, Consolidated Capital Expenditures, less any such expenditures financed with (1) Capital Leases or (2) other Indebtedness of the Borrowers and their respective Subsidiaries; provided that Indebtedness, for this purpose, shall not include drawings under the Revolving Loan Commitment, Swingline Commitment or any other revolving credit facility. “Contractual Obligations” means, as to any Person, any provision of any security (whether in the nature of Stock, or otherwise) issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement (other than a Loan Document) to which such Person is a party or by which it or any of its Property is bound or to which any of its Property is subject. “Contributing Credit Party” as defined in Section 10.21(b). “Control Agreement” means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance satisfactory to Agent, among Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried, and the Credit Party maintaining such account or owning such entitlement or contract, effective to grant “control” (within the meaning of Articles 8 and 9 under the applicable UCC) over such account to Agent (and, if applicable, such holder or representative); provided that, it shall be understood that any Control Agreement with respect to any account maintained in Canada need not provide for “control” (within the meaning of Articles 8 and 9 under the applicable UCC) over such account to Agent so long as the terms thereof are reasonably acceptable to Agent in its Permitted Discretion (it being understood and agreed that executing and delivering its signature to any such Control Agreement and, if applicable, releasing the same from escrow, shall deem the terms thereof acceptable to Agent). “Controlled Account” as defined in Section 5.11. “Controlled Account Bank” as defined in Section 5.11.

13 “Conversion Date” means any date on which the Borrowers convert a Base Rate Loan to a SOFR Loan or a SOFR Loan to a Base Rate Loan. “Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith. “Credit Parties” means each Borrower and each other Person that (i) executes a guaranty of the Obligations and (ii) grants a Lien on all or substantially all of its assets to secure payment of the Obligations. “Cure Amount” as defined in Section 7.4. “Cure Contribution” as defined in Section 7.4. “Cure Deadline” as defined in Section 7.4. “Cure Quarter” as defined in Section 7.4. “Default” means any event or circumstance that, with the passing of time or the giving of notice or both, would (if not cured or otherwise remedied during such time) become an Event of Default. “Defaulting Lender” means any Lender that: (a) has failed to (i) fund any payments required to be made by it under the Loan Documents within two (2) Business Days after any such payment is due (excluding expense and similar reimbursements that are subject to good faith disputes) or (ii) pay to Agent, any L/C Issuer, any Swing Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Loans) within two (2) Business Days of the date when due, (b) has given written notice (and Agent has not received a revocation in writing), to a Borrower, Agent, any Lender, or any L/C Issuer or has otherwise publicly announced (and Agent has not received notice of a public retraction) that such Lender believes it will fail to fund payments or purchases of participations required to be funded by it under the Loan Documents or one or more other syndicated credit facilities, or (c) has, or any Person that directly or indirectly controls such Lender has, (i) become subject to a voluntary or involuntary case under the Bankruptcy Code or any similar bankruptcy laws, (ii) had a custodian, conservator, receiver or similar official appointed for it or any substantial part of such Person’s assets, (iii) made a general assignment for the benefit of creditors, been liquidated, or otherwise been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, or (iv) become the subject of a Bail-In Action, and for this clause (c), Agent has determined that such Lender is reasonably likely to fail to fund any payments required to be made by it under the Loan Documents. For purposes of this definition, control of a Person shall have the same meaning as in the second sentence of the definition of Affiliate. “Default Rate” means the applicable rate then in effect for such Loans plus two percent (2.0%) per annum.

14 “Dilution” means, as of any date of determination, a percentage, based upon the experience of the immediately prior twelve (12) months, that is the quotient of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Credit Parties’ Accounts during such period, by (b) Credit Parties’ billings with respect to Accounts during such period. “Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by the extent to which Dilution is in excess of 5%. “Disposition” means (a) the sale, lease, conveyance or other disposition of Property and (b) the sale or transfer by a Borrower or any Subsidiary of a Borrower of any Stock issued by any Subsidiary of a Borrower. “Disqualified Institutions” means any Person that is (a) designated by the Borrower Representative, by written notice delivered to Agent on or prior to the Closing Date, as a (i) disqualified institution or (ii) Competitor or (b) clearly identifiable, solely on the basis of such Person’s name, as an Affiliate of any Person referred to in clause (a)(i) or (a)(ii) above; provided that Disqualified Institutions shall (A) exclude any Person that the Borrower Representative has designated as no longer being a Disqualified Institution by written notice delivered to Agent from time to time and (B) include (I) any Person that is added as a Competitor and (II) any Person that is clearly identifiable, solely on the basis of such Person’s name, as an Affiliate of any Person referred to in clause (B)(I), pursuant to a written supplement to the list of Competitors that are Disqualified Institutions, that is delivered by the Borrower Representative after the Closing Date to Agent. Such supplement shall become effective two (2) Business Days after the date that such written supplement is delivered to Agent, but which shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans and/or Commitments as permitted herein. “Disqualified Stock” means any Stock which, by its terms (or by the terms of any security or other Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety- one (91) days following the applicable Latest Maturity Date (excluding any provisions requiring redemption upon a “change of control” or similar event; provided that such “change of control” or similar event results in the occurrence of the Facility Termination Date), (b) is convertible into or exchangeable for (i) debt securities or (ii) any Stock referred to in (a) above, in each case, at any time on or prior to the date that is ninety-one (91) days following the applicable Latest Maturity Date at the time such Stock was issued, or (c) is entitled to receive scheduled dividends or distributions in cash prior to the date that is ninety-one (91) days following the applicable Latest Maturity Date; provided that (A) no Permitted Convertible Indebtedness shall constitute Disqualified Stock for purposes of this Agreement, and (B) Stock issued pursuant to any plan for the benefit of directors, officers, employees or consultants of such Person, or by any such plan to such directors, officers, employees or consultants, shall not constitute Disqualified Stock solely because such Stock may be required to be repurchased by such Person upon the death, disability, retirement or termination of employment or service of such director, officer, employee or consultant. “Division” means, in reference to any Person which is an entity, the division of such Person into two (2) or more separate Persons with the dividing Person either continuing or terminating its existence as part of the division including as contemplated under Section 18-217 of the Delaware Limited Liability Act for limited liability companies formed under Delaware law or any analogous action taken pursuant to any applicable law with respect to any corporation, limited liability company, partnership or other entity. The word “Divide”, when capitalized shall have correlative meaning.

15 “Dollars”, “dollars” and “$” each mean lawful money of the United States. “Domestic Subsidiary” means any Subsidiary incorporated, organized or otherwise formed under the laws of the United States, any state thereof or the District of Columbia. “DQ List” as defined in Section 10.9(g)(ii). “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail, or otherwise to or from an E-System. “Eligible Accounts” means each Account owing to a Credit Party and properly reflected as “Eligible Accounts” in the most recent Consolidated Borrowing Base Certificate delivered by Borrower Representative to Agent; provided that Eligible Accounts shall not include the following: (a) [Past Due Accounts] Accounts that are not paid within the earlier of ninety (90) days following its due date or one hundred twenty (120) days following its original invoice date; (b) [Cross Aged Accounts] Accounts that are the obligations of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under clause (a) of this definition; (c) [Foreign Accounts] Accounts that are the obligations of an Account Debtor located in a foreign country other than Canada unless payment thereof is assured by a letter of credit assigned and delivered to Agent, satisfactory to Agent as to form, amount and issuer; (d) [Government Accounts] Accounts that are the obligation of a Governmental Payor unless Agent, in its Permitted Discretion, has agreed to the contrary in writing, or the applicable Credit Party has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or any applicable state, county or municipal law restricting the assignment thereof with respect to such obligation; (e) [Contra Accounts] Accounts to the extent a Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset;

16 (f) [Chargebacks/Partial Payments/Disputed] any Account to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account but only to the extent of the potential offset; (g) [Inter-Company/Affiliate Accounts] Accounts that arise from a sale to any Affiliate of any Credit Party; (h) [Concentration Risk] Accounts to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed twenty percent (20%) of all Eligible Accounts; (i) [Credit Risk] Accounts that are otherwise determined to be unacceptable by Agent in its Permitted Discretion, upon the delivery of at least five (5) Business Days’ prior written notice of such determination to the Borrower Representative; (j) [Unbilled] Accounts with respect to which an invoice has not been sent to the applicable Account Debtor; (k) [Defaulted Accounts; Bankruptcy] Accounts where (i) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (ii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors, in each case to the extent a Borrower has actual or constructive knowledge of such occurrence; (l) [Employee Accounts] Accounts that arise from a sale to any director, officer, other employee, or to any entity that has any common officer or director with any Credit Party; (m) [Progress Billing] Accounts (i) as to which a Credit Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process, or (ii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to a Credit Party’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer; (n) [Bill and Hold] Accounts that arise with respect to goods that are delivered on a bill-and-hold basis; (o) [C.O.D] Accounts that arise with respect to goods that are delivered on a cash-on- delivery basis; (p) [Credit Limit] Accounts to the extent such Account exceeds any credit limit established by Agent, in its Permitted Discretion, following at least five (5) Business Days’ prior written notice of such limit by Agent to the Borrower Representative; (q) [Non-Acceptable Alternative Currency] Accounts that are payable in any currency other than United States Dollars;