ContractWarrant Agreement • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF CAPITAL STOCK ISSUED UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO THE PROVISIONS OF SECTION 11 BELOW, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THIS WARRANT.
GUARANTEEGuarantee • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York
This GUARANTEE, dated as of June 22, 2018 (as amended, supplemented or otherwise modified from time to time, this “Guarantee”), is made by TransMedics B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), (together with any additional Persons named pursuant to Section 5.5, each a “Guarantor” and collectively the “Guarantors”), in favor of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”).
Transmedics, Inc. Incentive Stock Option Agreement Granted Under 2004 Stock Incentive PlanIncentive Stock Option Agreement • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
ContractContract Manufacturing Agreement • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • London
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • England and Wales
THIS AGREEMENT is made this 24th day of May 2005, (the “Effective Date”) by and between FRESENIUS KADI AB, a company formed under the laws of Sweden (“FRESENIUS”) and TransMedics Inc., a corporation formed under the laws of Delaware, USA (“TRANSMEDICS”). Each of FRESENIUS and TRANSMEDICS are a “Party”, and together they are the “Parties”. References to FRESENIUS and TRANSMEDICS, or collectively to the Parties, shall include their respective Affiliates.
TransMedics, Inc. Incentive Stock Option Agreement Granted Under 2014 Stock Incentive PlanIncentive Stock Option Agreement • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
This agreement evidences the grant by TransMedics, Inc., a Delaware corporation (the “Company”), on [ ] (the “Grant Date”) to [ ], an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2014 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, $0.0001 par value per share, of the Company (“Common Stock”) at [$ ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [ ] (the “Final Exercise Date”).
FIFTH AMENDMENT TO LEASELease • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
This Fifth Amendment to Lease (this “Amendment”) is entered into as of April 30, 2010 by and between 200 Minuteman LLC (“Landlord”) and TransMedics, Inc. (“Tenant”).
SECOND AMENDMENT TO LEASELease • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
This Second Amendment to Lease (this “Amendment”) is entered into as of the 29 day of November, 2005 by and between 30 Minuteman Limited Partnership (the “Landlord”) and TransMedics, Inc. (the “Tenant”).
THIRD AMENDMENT TO LEASELease • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
This Third Amendment to Lease (this “Amendment”) is entered into as of ___April 30__, __2010__ by and between 30 Minuteman LLC (“Landlord”) and TransMedics, Inc. (“Tenant”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of June 22, 2018 (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”), is made by TRANSMEDICS, INC., a Delaware corporation (the “Borrower”), TRANSMEDICS B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“BV” and together with the Borrower and any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”) in favor of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”).
FIRST AMENDMENT TO LEASELease • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
This First Amendment to Lease (this “Amendment”) is entered into as of the 28th day of September, 2004 by and between 200 Minuteman Limited Partnership (the “Landlord”) and TransMedics, Inc. (the “Tenant”).
CREDIT AGREEMENT dated as of June 22, 2018 by and between TRANSMEDICS, INC., as the Borrower, and ORBIMED ROYALTY OPPORTUNITIES II, LP, as the LenderCredit Agreement • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS CREDIT AGREEMENT dated as of June 22, 2018 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between TRANSMEDICS, INC., a Delaware corporation (the “Borrower”) and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”). The Borrower and the Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LICENSE AGREEMENTLicense Agreement • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS LICENSE AGREEMENT, is entered into and effective as of August 27, 2002 (“Execution Date”) by and between The Department of Veterans Affairs, 810 Vermont Avenue, N.W., Washington, DC 20420 (hereinafter referred to as LICENSOR) and TransMedics, Inc., a corporation organized and existing under the laws of Delaware having a principal place of business at 600 West Cummings Park, Suite 3050, Woburn, MA 10801 and all AFFILIATES (as defined below) thereof (“LICENSEE”).
SECOND AMENDMENT TO LEASELease • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
This Second Amendment to Lease (this “Amendment”) is entered into as of the 29th day of November , 2005 by and between 200 Minuteman Limited Partnership (the “Landlord”) and TransMedics, Inc. (the “Tenant”).
THIRD AMENDMENT TO LEASELease • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
This Third Amendment to Lease (this “Amendment”) is entered into as of the 12th day of June, 2006 by and between 200 Minuteman LLC, successor to 200 Minuteman Limited Partnership (the “Landlord”) and TransMedics, Inc. (the “Tenant”).
FOURTH AMENDMENT TO LEASELease • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
This Fourth Amendment to Lease (this “Amendment”) is entered into as of February 1, 2007 by and between 200 Minuteman LLC (“Landlord”) and TransMedics, Inc. (“Tenant”).
200 MINUTEMAN ROAD ANDOVER, MASSACHUSETTS LEASELease Agreement • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS LEASE, dated as of July 25, 2004, is between 200 MINUTEMAN LIMITED PARTNERSHIP, a Massachusetts Limited Partnership (“Landlord”), and TRANSMEDICS, INC., a Delaware corporation (“Tenant”).
TransMedics, Inc. Nonstatutory Stock Option Agreement Granted Under 2014 Stock Incentive PlanNonstatutory Stock Option Agreement • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
This agreement evidences the grant by TransMedics, Inc., a Delaware corporation (the “Company”), on [ ] (the “Grant Date”) to [ ], a director of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2014 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, $0.0001 par value per share, of the Company (“Common Stock”) at [ ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [ ] (the “Final Exercise Date”).
