On September 25, 2021 Intersect ENT, Inc. entered into a Facility Agreement by and among the Company, as borrower, certain of the Company’s subsidiaries from time to time party thereto as guarantors and Medtronic, Inc., a Minnesota corporation (the “Lender”), providing for unsecured subordinated loans of an aggregate principal amount of up to $75 million by the Lender to the Company (the “Loans”) upon the terms and conditions set forth in the Facility Agreement (the “Financing”). The Loans will mature one hundred eighty (180) days following the earlier of (x) the Maturity Date (as defined in the Deerfield Facility Agreement (as defined in the Facility Agreement)) and (y) the date on which the Deerfield Facility Agreement has been fully paid in cash and is terminated, unless earlier repaid or accelerated. The Facility Agreement provides for the disbursement of the Loans in up to five tranches of $15 million, with a tranche to be disbursed each fiscal quarter. The Company plans to use the proceeds from the Loans to provide funding for general corporate purposes. The Loans accrue interest at 5% per annum with accrued interest to be paid at maturity. The Company’s obligations under the Loans and the Facility Agreement are required to be guaranteed by all of its existing and future subsidiaries (other than certain excluded and immaterial subsidiaries). The Loans may be prepaid in part or in full prior to maturity without any penalty or premium. Further, the Loans and obligations under the Facility Agreement shall no longer be due and payable upon a termination in accordance with Section 7.2 of the Merger Agreement (as defined in the Facility Agreement). The Company is subject to a number of affirmative and restrictive covenants pursuant to the Facility Agreement, including covenants regarding compliance with applicable laws and regulations, maintenance of property, payment of taxes, maintenance of insurance, business combinations, incurrence of additional indebtedness and prepayments of other indebtedness and transactions with affiliates, among other covenants. The Company is also restricted from paying dividends or making other distributions or payments on its capital stock, subject to limited exceptions. The Facility Agreement contains certain specified events of default, the occurrence of which would entitle Lender to immediately demand repayment of all outstanding principal and accrued interest on the Loans. Such events of default include, among others, failure to make any payment under the Loans when due, failure to observe or perform any covenant under the Facility Agreement or the other transaction documents related thereto (subject in certain cases to specified cure periods), the failure of the Company to be able to pay debts as they come due, the commencement of bankruptcy or insolvency proceedings against the Company, a material judgment levied against the Company, a material default by the Company under other indebtedness, and the occurrence of a change of control.