0001193125-19-138357 Sample Contracts

SUPPLEMENT TO PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • May 6th, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York

This SUPPLEMENT, dated as of May 6, 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”).

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NINTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 6th, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts

This Ninth Amended and Restated Investor Rights Agreement (this “Agreement”) dated as of May 6, 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.”

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