EX-10.19



 Exhibit 10.19 

ADD-ON TERM LOAN JOINDER AGREEMENT 

THIS ADD-ON TERM LOAN JOINDER AGREEMENT dated as of June 19, 2015 (this “Agreement”) is by and among each of the
Persons identified as “Add-On Term Loan Lenders” on the signature pages hereto (each, an “Add-On Term Loan Lender”), SynCardia Systems, Inc., a Delaware corporation (the
“Borrower”), the Guarantors, and Cantor Fitzgerald Securities, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement (defined below). 

W I T N E S S E T H 

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of December 13, 2013 (as amended, modified,
supplemented, increased or extended from time to time, the “Credit Agreement”) among the Borrower, the Guarantors, the Lenders from time to time party thereto and the Administrative Agent, the Lenders have agreed to provide the
Borrower with term loan facilities; 
 WHEREAS, pursuant to Section 2.01(e) of the Credit Agreement, the Borrower has
requested that each Add-On Term Loan Lender provide a portion of the Add-On Term Loan under the Credit Agreement; and 
 WHEREAS,
each Add-On Term Loan Lender has agreed to provide a portion of the Add-On Term Loan on the terms and conditions set forth herein and to become an “Add-On Term Loan Lender” under the Credit Agreement in connection therewith; 

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
 1. Each Add-On Term Loan Lender severally agrees to make its portion of the
Add-On Term Loan in a single advance to the Borrower on the date hereof in the amount of its respective Add-On Term Loan Commitment; provided that, after giving effect to such advances, the Outstanding Amount of the Add-On Term Loan shall not
exceed SIX MILLION DOLLARS ($6,000,000). The Add-On Term Loan Commitment and Applicable Percentage for each of the Add-On Term Loan Lenders shall be as set forth on Schedule 2.01 attached hereto. The existing Schedule 2.01 to the
Credit Agreement shall be deemed to be amended to include the information set forth on Schedule 2.01 attached hereto. 
 2. The
Add-On Term Loan shall bear interest on the outstanding principal amount thereof from the date of issuance thereof at the rate per annum set forth in Section 2.05(a) and (b) of the Credit Agreement. 

3. The Borrower and Add-On Term Loan Lenders hereby acknowledge and agree that, for United States income tax purposes, for an aggregate
purchase price of $5,910,000 (it being understood that the Add-On Term Loan has been issued with original issue discount and that the aggregate original principal amount of the Add-On Term Loan is $6,000,000), (i) certain Lenders shall make the
Add-On Term Loan to the Borrower, in the respective amounts set forth opposite the applicable Lender’s name on Schedule 2.01 and (ii) the Borrower has sold to, and the Add-On Term Lenders have purchased from the Borrower, the Add-On Term
Loan Warrants. Furthermore, the Borrower and the applicable Lenders hereby acknowledge and agree that (i) the issue price (within the meaning of Section 1273(b) of the Internal Revenue Code) of the Add-On Term Loan is determined pursuant
to Section 1272-1275 of the Code and the Treasury Regulations thereunder and (ii) for United States federal income tax purposes, the issue price of the Add-On Term Loan Warrants within the meaning of Section 1273(b) of the Internal








 
Revenue Code, which issue price was determined pursuant to Section 1.1273-2(h)(1) of the Treasury Regulations, is equal to $0.00. The Loan Parties and the applicable Lenders agree to report
all income tax matters with respect to the issuance of the Term Loan and the Warrants consistent with the provisions of this Section 3 unless otherwise required due to a change in applicable law. 

4. The maturity date for the Add-On Term Loan shall be equal to the Maturity Date. The Borrower shall repay the outstanding principal amount
of the Add-On Term Loan, together with all accrued and unpaid interest thereon and all other Obligations, on the Maturity Date. 
 5. Each
Add-On Term Loan Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become an
Add-On Term Loan Lender under the Credit Agreement, (ii) it meets all requirements of an Add-On Term Loan Lender under Section 2.02(c) of the Credit Agreement, (iii) from and after the date hereof, it shall be bound by the provisions
of the Credit Agreement as an Add-On Term Loan Lender thereunder and shall have the obligations of an Add-On Term Loan Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this
Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Add-On Term Loan Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as an Add-On Term Loan Lender. 
 6. Each of the Administrative Agent, the Borrower,
and the Guarantors agrees that, as of the date hereof, each Add-On Term Loan Lender shall (a) be a party to the Credit Agreement and the other Loan Documents, (b) be an “Add-On Term Loan Lender” for all purposes of the Credit
Agreement and the other Loan Documents and (c) have the rights and obligations of an Add-On Term Loan Lender under the Credit Agreement and the other Loan Documents. 

7. The address of each Add-On Term Loan Lender for purposes of all notices and other communications has been separately provided by such
Add-On Term Loan Lender to the Administrative Agent. 
 8. This Agreement may be executed in any number of counterparts and by the various
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 contract. Delivery of an executed counterpart of this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Agreement. 
 9. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

  
 [Add-On Term Loan Joinder
Agreement] 








 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly
authorized officer as of the date first above written. 
  

													
	ADD-ON TERM	 		 		 	
	LOAN LENDERS:	 		 	ATHYRIUM OPPORTUNITIES FUND (A) LP,
		 		 	a Delaware limited partnership
				
		 		 		 	By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner
					
		 		 		 		 	By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP
							
		 		 		 		 		 	By:	 	 /s/ Andrew Hyman

		 		 		 		 		 	Title:	 	 Authorized Signatory

		 		 		 		 		 	Date:	 	  

			
		 		 	ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership
				
		 		 		 	By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner
					
		 		 		 		 	By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP
							
		 		 		 		 		 	By:	 	 /s/ Andrew Hyman

		 		 		 		 		 	Title:	 	 Authorized Signatory

		 		 		 		 		 	Date:	 	  



  
 [Add-On Term Loan Joinder
Agreement] 








 
					
	SWK FUNDING LLC,
	a Delaware limited liability company
			
		 	By:	 	SWK HOLDINGS CORPORATION, its sole Manager
			
		 	By:	 	 /s/ Brett Pope

		 	Title:	 	 CEO

		 	Date:	 	 6/18/2015




  
 [Add-On Term Loan Joinder
Agreement] 









							
	BORROWER:	 		 	SYNCARDIA SYSTEMS, INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Michael P. Garippa

		 		 	Name:	 	Michael P. Garippa
		 		 	Title:	 	CEO/President

  

			
	Accepted and Agreed:
	
	CANTOR FITZGERALD SECURITIES, as Administrative Agent
		
	By:	 	 /s/ James Bond

	Name:	 	James Bond
	Title:	 	Chief Operating Officer


  
 [Add-On Term Loan Joinder
Agreement] 








 Schedule 2.01 

Schedule 2.01 – Commitments and Applicable Percentages 

TERM LOAN AND WARRANTS 
  

																	
	 Lender
	  	Term Loan
Commitment	 	  	Applicable
Percentage of Term
Loan
Commitment	 	 	Number of
Shares of Series E
Convertible
Preferred Stock*	 	  	Purchase
Price of
Shares*	 
	 ATHYRIUM OPPORTUNITIES FUND (A) LP
	  	$	7,727,150.34	  	  	 	64.3929194714	% 	 	 	78,530	  	  	$	259,645.13	  
	 ATHYRIUM OPPORTUNITIES FUND (B) LP
	  	$	4,272,849.66	  	  	 	35.607805286	% 	 	 	43,425	  	  	$	143,574.87	  
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	12,000,000.00	  	  	 	100.000000000	% 	 	 	121,955	  	  	$	403,220	  
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 

  

	*	Subject to adjustment per the terms of the Warrants and conversion of Series E Convertible Preferred Stock to Common Stock. 


TERM LOAN A 
  

									
	 Lender
	  	Term Loan A
Commitment	 	  	Applicable
Percentage of Term
Loan A
Commitment	 
	 SWK FUNDING LLC
	  	$	4,000,000.00	  	  	 	100.000000000	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	4,000,000.00	  	  	 	100.000000000	% 
		  	  
	  
	 	  	  
	  
	 


  
 [Add-On Term Loan Joinder
Agreement] 








 ADD-ON TERM LOANS 

 

																	
	 Lender
	  	Add-On Term
Loan
Commitment	 	  	Applicable
Percentage of
Add-On Term
Loan A
Commitment	 	 	Number of
Shares of
Common Stock	 	  	Purchase Price
of Shares	 
	 SWK FUNDING LLC
	  	$	2,500,000.00	  	  	 	41.6666666667	% 	 	 	320,513	  	  	$	250,000.14	  
	 ATHYRIUM OPPORTUNITIES FUND (A) LP
	  	$	2,253,752.18	  	  	 	37.5625363583	% 	 	 	288,943	  	  	$	225,375.24	  
	 ATHYRIUM OPPORTUNITIES FUND (B) LP
	  	$	1,246,247.82	  	  	 	20.7707969750	% 	 	 	159,775	  	  	$	124,624.80	  
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	6,000,000.00	  	  	 	100.000000000	% 	 	 	769,231	  	  	$	600,000.18	  
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 

 ALL LOANS 
  

									
	 Lender
	  	Commitment	 	  	Applicable Percentage of
Aggregate
Commitments	 
	 ATHYRIUM OPPORTUNITIES FUND (A) LP
	  	$	9,980,902.52	  	  	 	45.3677387341	% 
	 ATHYRIUM OPPORTUNITIES FUND (B) LP
	  	$	5,519,097.48	  	  	 	25.0868067205	% 
	 SWK FUNDING LLC
	  	$	6,500,000.00	  	  	 	29.5454545455	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	22,000,000.00	  	  	 	100.000000000	% 
		  	  
	  
	 	  	  
	  
	 


  
 [Add-On Term Loan Joinder
Agreement]