0001193125-15-324416 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 21st, 2015 • Transenterix Inc. • Surgical & medical instruments & apparatus • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 21, 2015, by and among TransEnterix, Inc., a Delaware corporation (the “Company”), and SOFAR, S.p.A. (“SOFAR”)

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LOCK-UP AGREEMENT
Lock-Up Agreement • September 21st, 2015 • Transenterix Inc. • Surgical & medical instruments & apparatus • Delaware

This LOCK-UP AGREEMENT, as may be amended, supplemented or modified from time to time in accordance with the terms hereof, is made as September 21, 2015 (this “Agreement”) by and between TransEnterix, Inc., a Delaware corporation (the “Company”) and SOFAR, S.p.A., an Italian societa’ per azioni (the “Investor”).

CONSENT AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 21st, 2015 • Transenterix Inc. • Surgical & medical instruments & apparatus

This CONSENT AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of September 18, 2015, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, the “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3005 Carrington Mill Boulevard, Suite 530, Morrisville, North Carolina 27560 (each a “Lender” and collectively, the “Lenders”), and TRANSENTERIX, INC., a Delaware corporation (“Parent”), TRANSENTERIX SURGICAL, INC., a Delaware corporation, and SAFESTITCH LLC, a Virginia limited liability company, each with offices located at 635 Davis Drive, Suite 300, Morrisville, North Carolina 2

MEMBERSHIP INTEREST PURCHASE AGREEMENT among TRANSENTERIX INTERNATIONAL, INC. TRANSENTERIX, INC., SOFAR, S.P.A., and VULCANOS S.R.L. September 18, 2015
Membership Interest Purchase Agreement • September 21st, 2015 • Transenterix Inc. • Surgical & medical instruments & apparatus

This Membership Interest Purchase Agreement (this “Agreement”) is entered into in Raleigh, North Carolina, U.S.A., on September 18, 2015, by and among:

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