●] SHARES TRANSMEDICS GROUP, INC. COMMON STOCK, NO PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York
TRANSMEDICS, INC. Executive Retention AgreementExecutive Retention Agreement • April 5th, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS EXECUTIVE RETENTION AGREEMENT by and between TransMedics, Inc., a Delaware corporation (the “Company”), and Stephen Gordon (the “Executive”) is made as of March 23, 2015 (the “Effective Date”).
TransMedics, Inc. Restricted Stock Agreement Granted Under 2014 Stock Incentive PlanRestricted Stock Agreement • April 5th, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 5th, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between TransMedics Group, Inc., a Massachusetts corporation (the “Company”), and [ ] (“Indemnitee”).
GUARANTEEGuarantee • April 5th, 2019 • 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”).
200 MINUTEMAN ROAD ANDOVER, MASSACHUSETTS LEASELease • April 5th, 2019 • 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”).
ContractContract Manufacturing Agreement • April 5th, 2019 • 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 • April 5th, 2019 • 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 KABI 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.
FIFTH AMENDMENT TO LEASELease • April 5th, 2019 • 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 • April 5th, 2019 • 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 • April 5th, 2019 • 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”).
FORM OF SUPPLEMENT TO PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 5th, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York
This SUPPLEMENT, dated as of April [ ], 2019 (this “Supplement”), is to the Pledge and Security Agreement, dated as of June 22, 2018 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Security Agreement”), among the Grantors (such term, and other terms used in this Supplement, to have the meanings set forth in Article I of the Security Agreement) from time to time party thereto, in favor of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 5th, 2019 • 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 • April 5th, 2019 • 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 • April 5th, 2019 • 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 • April 5th, 2019 • 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 • April 5th, 2019 • 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 • April 5th, 2019 • 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 • April 5th, 2019 • 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”).
BOARD OBSERVER AGREEMENTBoard Observer Agreement • April 5th, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
This BOARD OBSERVER AGREEMENT (this “Agreement”) dated as of April 5, 2019 (“Effective Date”) by and between TransMedics Group, Inc., a Massachusetts corporation (the “Company”), Abrams Capital Partners I, L.P., a Delaware limited partnership (“Abrams Capital I”), Abrams Capital Partners II, L.P., a Delaware limited partnership (“Abrams Capital II”), Great Hollow International, L.P., a Delaware limited partnership (“Great Hollow”), Riva Capital Partners III, L.P. (“Riva Capital”) and Whitecrest Partners, L.P., a Delaware limited partnership (“Whitecrest Partners” and, together with Abrams Capital I, Abrams Capital II, Great Hollow and Riva Capital, the “Abrams Capital Funds”).
