TRANSMEDICS GROUP, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • April 22nd, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
This agreement (this “Agreement”) evidences a stock option granted by the Company to the individual named above (the “Participant”), pursuant to and subject to the terms of the TransMedics Group, Inc. 2019 Stock Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
TRANSMEDICS GROUP, INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • April 22nd, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
This agreement (this “Agreement”) evidences a stock option granted by the Company to the individual named above (the “Participant”), pursuant to and subject to the terms of the TransMedics Group, Inc. 2019 Stock Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
NINTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 22nd, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
This Ninth Amended and Restated Investor Rights Agreement (this “Agreement”) dated as of [ ], 2019 is entered into by and among TransMedics Group, Inc., a Massachusetts corporation (the “Company”), TransMedics, Inc., a Delaware corporation (“TransMedics”), the holders of the Company’s Common Stock listed on Exhibit A-1 (the “Former Preferred Stockholders”) and the Former Converted Preferred Holders (as defined below). The Former Preferred Stockholders and the Former Converted Preferred Holders are collectively referred to as the “Investors” and each individually as an “Investor.”
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • April 22nd, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”), dated as of April 15, 2019, is among TransMedics, Inc., a Delaware corporation (the “Company”), TransMedics Group, Inc., a Massachusetts corporation and a wholly-owned subsidiary of the Company (“Holdings”), and TMDX, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”).
THIRD WAIVERWaiver • April 22nd, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York
This THIRD WAIVER (this “Waiver”) is made and entered into as of March 29, 2019 by and among TRANSMEDICS, INC., a Delaware corporation (the “Borrower”), TRANSMEDICS B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Guarantor”), and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (the “Lender”).
