On January 3, 2024, iRhythm Technologies, Inc. entered into a Credit, Security and Guaranty Agreement with Braidwell Transaction Holdings LLC ? Series 5, as lender, and Wilmington Trust, National Association, as administrative and collateral agent, which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $150.0 million. An initial tranche of $75.0 million was funded under the Braidwell Term Loan Facility on the Closing Date.

In addition to the Initial Loan, the Braidwell Term Loan Facility includes an additional tranche of $75.0 million (the ?Delayed Draw Loan,? and together with the Initial Loan, the ?Term Loans?), which will be accessible by the Company through the one year anniversary of the Closing Date, so long as it satisfies certain customary conditions precedent, including compliance with financial covenants and continued accuracy of the representations and warranties provided by the Company in the Credit Agreement. The Braidwell Term Loan Facility has a maturity date of January 3, 2029 (the ?Maturity Date?) and provides, at the Company?s election, for payment of a portion of interest in kind during the term of the loan with principal and accrued interest due at the Maturity Date.

Upon repayment of the Term Loans (whether at the Maturity Date or upon earlier prepayment), the Company is required to pay an exit fee equal to 2.75% of the principal amount being repaid. The Company?s net proceeds from the Initial Loan were approximately $35 million, after deducting estimated debt issuance costs, fees and expenses, and repayment of the Company?s existing term loan from Silicon Valley Bank. The Braidwell Term Loan Facility will accrue interest at an annual rate equal to the sum of (a) the SOFR Rate (as defined in the Credit Agreement) and (b)(i) an applicable margin of 6.50% if paid in cash, or (ii) an applicable margin of 6.95%, if, at the Company?s election, if a portion of interest is paid in kind (the ?Applicable Margin?).

Accrued interest on the Term Loans is payable quarterly in arrears. Upon an Event of Default (as defined in the Credit Agreement), the Applicable Margin will automatically increase by an additional 3.00% per annum. The Term Loans may be prepaid at any time, subject to a prepayment premium equal to (i) 2.00% of the aggregate outstanding principal amount being prepaid, if prepaid on or within 12 months of the Closing Date; (ii) 1.00% of the aggregate outstanding principal amount being prepaid, if prepaid more than 12 months after the Closing Date and on or within 24 months of the Closing Date; and (iii) 0.00% thereafter, and the exit fee described above.

Additionally, the Term Loans must be prepaid, along with the applicable prepayment premium and exit fee, upon receipt of proceeds from asset sales and insurance payments.