Common use of Notice Information Clause in Contracts

Notice Information. If to Borrower: TransMedics, Inc. Attention: Chief Financial Officer 000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 Facsimile: [***] Telephone: [***] with a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP Attention: Xxxxxxxx Xxxxxx, Esquire 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Facsimile: [***] Telephone: [***] If to Lender: OrbiMed Royalty Opportunities II, LP c/o OrbiMed Advisors LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Telephone: [***] Email: [***] with a copy to: Xxxxxxxxx & Xxxxxxx LLP Attention: Xxxxx Xxxxxxxx The New York Times Building 000 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: [***] Telephone: [***] EXHIBIT A FORM OF PROMISSORY NOTE $65,000,000 [●], 2018 FOR VALUE RECEIVED, TRANSMEDICS, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”) on the Maturity Date pursuant to the terms of the Credit Agreement (as defined below) the principal sum of (a) THIRTY-FIVE MILLION DOLLARS ($35,000,000), if a Tranche A Delayed Draw Loan is made to the Borrower, FORTY MILLION DOLLARS ($40,000,000), (c) if a Tranche A Delayed Draw Loan and a Tranche B Delayed Draw Loan are made to the Borrower, FORTY-FIVE MILLION DOLLARS ($45,000,000), (d) if a Tranche A Delayed Draw Loan and a Tranche C Delayed Draw Loan are made to the Borrower, SIXTY MILLION DOLLARS ($60,000,000), (e) if a Tranche A Delayed Draw Loan, a Tranche B Delayed Draw Loan and a Tranche C Delayed Draw Loan are made to the Borrower, SIXTY- FIVE MILLION DOLLARS ($65,000,000), or (f) in any case if less or more, the aggregate unpaid principal amount of the Loans made (or continued) by the Lender pursuant to the Credit Agreement, dated as of June [●], 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between the Borrower and the Lender. Unless otherwise defined herein or the context otherwise requires, terms used in this Note have the meanings provided in the Credit Agreement. The Borrower also promises to pay interest pursuant to the terms of the Credit Agreement on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity upon demand, until paid in full, at the rates per annum and on the dates specified in the Credit Agreement, as well as any other amounts that may be due to the Lender upon maturity (whether by acceleration or otherwise) under or in respect of this Note pursuant to the terms of the Credit Agreement. Subject to Section 3.4 and Section 3.7 of the Credit Agreement, payments of both principal and interest are to be made in U.S. Dollars in same day or immediately available funds to the account designated by the Lender pursuant to the Credit Agreement. This Note is referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security and guarantee for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of the unpaid principal amount of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. Any prepaid principal of this Note may not be reborrowed. All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. This Note has been issued with original issue discount (“OID”) for U.S. Federal income tax purposes. The issue price, amount of OID, issue date and yield to maturity with respect to this Note may be obtained by writing to the Borrower at the following address: TransMedics, Inc. Attention: Chief Financial Officer 000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 With a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxxxxxx X. Xxxxxx Email: [***] THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK, AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). [Signature Page Follows] TRANSMEDICS, INC. By: Name: Title: EXHIBIT B FORM OF LOAN REQUEST [DATE] OrbiMed Royalty Opportunities II, LP c/o OrbiMed Advisors LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of June [•], 2018 (as amended, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), 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”). Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement. Pursuant to the provisions of Section 2.2 of the Credit Agreement, the Borrower hereby requests [an Initial ][a Tranche A Delayed Draw ][a Tranche B Delayed Draw ][a Tranche C Delayed Draw ]Loan of $[ ] to be made on , 20 (the “Proposed Disbursement Date”), which Loan shall be evidenced by that certain Promissory Note dated as of [●], 2018 in the aggregate original principal amount of up to $65,000,000.00. The undersigned, solely in his capacity as an Authorized Officer of the Borrower and not in his individual capacity, hereby represent(s) and warrant(s) to the Lender that:

Notice Information. If to the Borrower: TransMedicsXxxxxx, Inc. Attention: Chief Financial Officer 000 Xxxxxxxxx Xxxxxxxxxx Xxxx, Xxxxx 000 XxxxxxxXxx Xxxxxx, XX 00000 Facsimile: [***] Telephone: [***] with (000) 000-0000 With a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP Attention: Xxxxxxxx Xxxxxx, Esquire 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 FacsimileGeneral Counsel Email: [***] Telephone: [***] If to the Lender: OrbiMed Royalty Opportunities II, LP c/o OrbiMed Advisors LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Telephone[*] Phone: [**] Fax: [*] Email: [***] with With a copy to: [*] Xxxxxxxxx & Xxxxxxx LLP Attention: Xxxxx Xxxxxxxx The New York Times Building 000 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 FacsimileEmail: [***] Telephone: * CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. [***Schedules to Credit Agreement] THE LOANS ARE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE CODE. THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH LOANS MAY BE OBTAINED BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO BORROWER AT THE ADDRESS SET FORTH IN SCHEDULE 10.2 TO THE CREDIT AGREEMENT. EXHIBIT A FORM OF PROMISSORY NOTE $65,000,000 [●]75,000,000 August 8, 2018 2017 FOR VALUE RECEIVED, TRANSMEDICSXXXXXX, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership Limited Partnership (together with its Affiliates, successors, transferees and assigneesassigns, the “Lender”) ), on the Maturity Date pursuant to the terms of the Credit Agreement (as defined below) the principal sum of (a) THIRTYSEVENTY-FIVE MILLION DOLLARS ($35,000,000)75,000,000) or, if a Tranche A Delayed Draw Loan is made to the Borrower, FORTY ONE HUNDRED MILLION DOLLARS ($40,000,000)100,000,000) or, (c) if a Tranche A Delayed Draw Loan and a Tranche B Delayed Draw Loan are made to the Borrower, FORTY-FIVE MILLION DOLLARS ($45,000,000), (d) if a Tranche A Delayed Draw Loan and a Tranche C Delayed Draw Loan are made to the Borrower, SIXTY MILLION DOLLARS ($60,000,000), (e) if a Tranche A Delayed Draw Loan, a Tranche B Delayed Draw Loan and a Tranche C Delayed Draw Loan are made to the Borrower, SIXTY- FIVE MILLION DOLLARS ($65,000,000), or (f) in any either case if less or moreless, the aggregate unpaid and outstanding principal amount of the Loans made (or continued) by the Lender pursuant to the Credit Agreement, dated as of June [●]August 8, 2018 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between the Borrower and the Lender. Unless otherwise defined herein or the context otherwise requires, terms used in this Note have the meanings provided in the Credit Agreement. The Borrower also promises to pay interest pursuant to the terms of the Credit Agreement on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity upon demand, until paid in full, at the rates per annum and on the dates specified in the Credit Agreement, as well as any other amounts that may be due to the Lender upon maturity (whether by acceleration or otherwise) under or in respect of this Note pursuant to the terms of the Credit AgreementNote. Subject to Section 3.4 and Section 3.7 of the Credit Agreement, payments Payments of both principal and interest are to be made in U.S. Dollars in same day or immediately available funds to the account designated by the Lender pursuant to the Credit Agreement. This Note is referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security and guarantee for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of the unpaid principal amount of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. Any prepaid principal of this Note may not be reborrowed. All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. This Note has been issued with original issue discount (“OID”) for U.S. Federal income tax purposesTHIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. The issue price, amount of OID, issue date and yield to maturity with respect to this Note may be obtained by writing to the Borrower at the following address: TransMedics, Inc. Attention: Chief Financial Officer 000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 With a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxxxxxx X. Xxxxxx Email: [***] TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT. THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK, YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). [[ Signature Page FollowsFollows ] TRANSMEDICSXXXXXX, INC. By: Name: Xxxxxxx Xxxxxxxxxx Title: Chief Executive Officer [ Signature Page to Promissory Note ] EXHIBIT B FORM OF LOAN REQUEST [DATE] August 7, 2017 OrbiMed Royalty Opportunities II, LP c/o OrbiMed Advisors LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of June [•]August 8, 2018 2017 (as amended, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and between TRANSMEDICSXxxxxx, INC.Inc., a Delaware corporation (the “Borrower”), and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership Limited Partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”). Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement. Pursuant to the provisions of Section 2.2 of the Credit Agreement, the Borrower hereby requests [an Initial ][a Tranche A Delayed Draw ][a Tranche B Delayed Draw ][a Tranche C Delayed Draw ]Loan of $[ ] to be made on , 20 201 (the “Proposed Disbursement Date”), which Loan shall be evidenced by [that certain Promissory Note dated as of [●[ ], 2018 201_ in the aggregate original principal amount of up to $65,000,000.0075,000,000.00][ ]. The undersigned, solely in his capacity as an Authorized Officer of the Borrower and not in his individual capacity, undersigned hereby represent(s) and warrant(s) certifies to the Lender that:

Notice Information. If to the Borrower: TransMedicsNatera, Inc. Attention: Chief Financial Officer 000 Xxxxxxxxx Xxxxxxxxxx Xxxx, Xxxxx 000 XxxxxxxXxx Xxxxxx, XX 00000 Facsimile: [***] Telephone: [***] with (000) 000-0000 With a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP Attention: Xxxxxxxx Xxxxxx, Esquire 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 FacsimileGeneral Counsel Email: [***] Telephone: [***] If to the Lender: OrbiMed Royalty Opportunities II, LP c/o OrbiMed Advisors LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Telephone[*] Phone: [**] Fax: [*] Email: [***] with With a copy to: [*] Xxxxxxxxx & Xxxxxxx LLP Attention: Xxxxx Xxxxxxxx The New York Times Building 000 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 FacsimileEmail: [*] **] Telephone: [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. THE LOANS ARE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE CODE. THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH LOANS MAY BE OBTAINED BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO BORROWER AT THE ADDRESS SET FORTH IN SCHEDULE 10.2 TO THE CREDIT AGREEMENT. EXHIBIT A FORM OF PROMISSORY NOTE $65,000,000 [●]75,000,000 August 8, 2018 2017 FOR VALUE RECEIVED, TRANSMEDICSXXXXXX, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership Limited Partnership (together with its Affiliates, successors, transferees and assigneesassigns, the “Lender”) ), on the Maturity Date pursuant to the terms of the Credit Agreement (as defined below) the principal sum of (a) THIRTYSEVENTY-FIVE MILLION DOLLARS ($35,000,000)75,000,000) or, if a Tranche A Delayed Draw Loan is made to the Borrower, FORTY ONE HUNDRED MILLION DOLLARS ($40,000,000)100,000,000) or, (c) if a Tranche A Delayed Draw Loan and a Tranche B Delayed Draw Loan are made to the Borrower, FORTY-FIVE MILLION DOLLARS ($45,000,000), (d) if a Tranche A Delayed Draw Loan and a Tranche C Delayed Draw Loan are made to the Borrower, SIXTY MILLION DOLLARS ($60,000,000), (e) if a Tranche A Delayed Draw Loan, a Tranche B Delayed Draw Loan and a Tranche C Delayed Draw Loan are made to the Borrower, SIXTY- FIVE MILLION DOLLARS ($65,000,000), or (f) in any either case if less or moreless, the aggregate unpaid and outstanding principal amount of the Loans made (or continued) by the Lender pursuant to the Credit Agreement, dated as of June [●]August 8, 2018 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between the Borrower and the Lender. Unless otherwise defined herein or the context otherwise requires, terms used in this Note have the meanings provided in the Credit Agreement. The Borrower also promises to pay interest pursuant to the terms of the Credit Agreement on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity upon demand, until paid in full, at the rates per annum and on the dates specified in the Credit Agreement, as well as any other amounts that may be due to the Lender upon maturity (whether by acceleration or otherwise) under or in respect of this Note pursuant to the terms of the Credit AgreementNote. Subject to Section 3.4 and Section 3.7 of the Credit Agreement, payments Payments of both principal and interest are to be made in U.S. Dollars in same day or immediately available funds to the account designated by the Lender pursuant to the Credit Agreement. This Note is referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security and guarantee for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of the unpaid principal amount of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. Any prepaid principal of this Note may not be reborrowed. All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. This Note has been issued with original issue discount (“OID”) for U.S. Federal income tax purposesTHIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. The issue price, amount of OID, issue date and yield to maturity with respect to this Note may be obtained by writing to the Borrower at the following address: TransMedics, Inc. Attention: Chief Financial Officer 000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 With a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxxxxxx X. Xxxxxx Email: [***] TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT. THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK, YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). [[ Signature Page FollowsFollows ] TRANSMEDICSXXXXXX, INC. By: Name: Xxxxxxx Xxxxxxxxxx Title: Chief Executive Officer EXHIBIT B FORM OF LOAN REQUEST [DATE] August 7, 2017 OrbiMed Royalty Opportunities II, LP c/o OrbiMed Advisors LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of June [•]August 8, 2018 2017 (as amended, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and between TRANSMEDICSXxxxxx, INC.Inc., a Delaware corporation (the “Borrower”), and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership Limited Partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”). Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement. Pursuant to the provisions of Section 2.2 of the Credit Agreement, the Borrower hereby requests [an Initial ][a Tranche A Delayed Draw ][a Tranche B Delayed Draw ][a Tranche C Delayed Draw ]Loan of $[ ] to be made on , 20 201 (the “Proposed Disbursement Date”), which Loan shall be evidenced by [that certain Promissory Note dated as of [●[ ], 2018 201 in the aggregate original principal amount of up to $65,000,000.0075,000,000.00][ ]. The undersigned, solely in his capacity as an Authorized Officer of the Borrower and not in his individual capacity, undersigned hereby represent(s) and warrant(s) certifies to the Lender that:

Notice Information. If to Borrowerthe Originator or the Buyer, to the following: TransMedicsc/o ADT LLC 0000 Xxxxxx Xxxx Xxxx Xxxxx, Inc. XX 00000 Attention: Chief Financial Legal Officer 000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 FacsimileFax: [***] Telephone: [***] (000) 000-0000 with a copy copies to: Xxxxxx Xxxxxx Xxxxxxxxx Apollo Management VIII, L.P. 0 Xxxx and Xxxx LLP Attention: Xxxxxxxx Xxxxxx, Esquire 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Facsimile: [***] Telephone: [***] If to Lender: OrbiMed Royalty Opportunities II, LP c/o OrbiMed Advisors LLC 000 Xxxxxxxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Chief Legal Officer Telephone: [***] Email(000) 000-0000 Facsimile: [***] with a copy to: Xxxxxxxxx (000) 000-0000 Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP Attention: Xxxxx 0000 Xxxxxx xx xxx Xxxxxxxx The New York Times Building 000 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, T. Xxxxxx Xxxxxxxxx Telephone: (000) 000-0000 Facsimile: [***] Telephone: [***] (000) 000-0000 With a copy to the Collateral Agent and the Administrative Agent at their respective addresses set forth in the Receivables Purchase Agreement. Annex 2, Page 1 SK 28677 0004 8422003 v14 EXHIBIT A FORM OF PROMISSORY NOTE $65,000,000 [●]ASSIGNMENT AND ACCEPTANCE For value received, 2018 FOR VALUE RECEIVED, TRANSMEDICS, INC., a Delaware corporation (in accordance with the “Borrower”), hereby promises to pay to the order of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees Receivables Sale and assignees, the “Lender”) on the Maturity Date pursuant to the terms of the Credit Agreement (as defined below) the principal sum of (a) THIRTY-FIVE MILLION DOLLARS ($35,000,000), if a Tranche A Delayed Draw Loan is made to the Borrower, FORTY MILLION DOLLARS ($40,000,000), (c) if a Tranche A Delayed Draw Loan and a Tranche B Delayed Draw Loan are made to the Borrower, FORTY-FIVE MILLION DOLLARS ($45,000,000), (d) if a Tranche A Delayed Draw Loan and a Tranche C Delayed Draw Loan are made to the Borrower, SIXTY MILLION DOLLARS ($60,000,000), (e) if a Tranche A Delayed Draw Loan, a Tranche B Delayed Draw Loan and a Tranche C Delayed Draw Loan are made to the Borrower, SIXTY- FIVE MILLION DOLLARS ($65,000,000), or (f) in any case if less or more, the aggregate unpaid principal amount of the Loans made (or continued) by the Lender pursuant to the Credit Contribution Agreement, dated as of June [●]April 17, 2018 2020, between ADT LLC, a Delaware limited liability company, as servicer and originator (in such capacity, the “Originator”), and ADT Finance LLC, a Delaware limited liability company, as buyer (the “Buyer”) (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between the Borrower and the Lender. Unless otherwise defined herein or the context otherwise requires, terms used in this Note have the meanings provided in the Credit Agreement. The Borrower also promises to pay interest pursuant to the terms of the Credit Agreement on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity upon demand, until paid in full, at the rates per annum and on the dates specified in the Credit Agreement, as well as any other amounts that may be due to the Lender upon maturity (whether by acceleration or otherwise) under or in respect of this Note pursuant to the terms of the Credit Agreement. Subject to Section 3.4 and Section 3.7 of the Credit Agreement, payments of both principal and interest are to be made in U.S. Dollars in same day or immediately available funds to the account designated by the Lender pursuant to the Credit Agreement. This Note is referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security and guarantee for this Note and for a statement of the terms and subject to the conditions set forth in the Agreement, the Originator agrees to sell, transfer, assign, set over contribute and otherwise transfer to the Buyer, and the Buyer hereby purchases or acquires from the Originator, on which [____________] (the Borrower is permitted and required to make prepayments and repayments “Transfer Date”) all of the unpaid principal amount of Originator’s right, title and interest in, to and under the Indebtedness evidenced Receivable Assets, set forth on Schedule I hereto (collectively, the “Assigned Receivable Assets”), and which sale is accepted by this Note and on which such Indebtedness may be declared to be immediately due and payable. Any prepaid principal of this Note may not be reborrowed. All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. This Note has been issued with original issue discount (“OID”) for U.S. Federal income tax purposesthe Buyer. The issue priceaggregate Purchase Price for the Assigned Receivable Assets will be $[__], amount $[__] of OIDwhich shall be paid in cash, issue date and yield to maturity with respect to this Note may $[__] of which shall be obtained by writing treated as a contribution of capital from the Originator to the Borrower at Buyer. Such Transfer Date shall be the following address: TransMedics, Inc. Attention: Chief Financial Officer 000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 With a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxxxxxx X. Xxxxxx Email: [***] THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK, AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). [Signature Page Follows] TRANSMEDICS, INC. By: Name: Title: EXHIBIT B FORM OF LOAN REQUEST [DATE] OrbiMed Royalty Opportunities II, LP c/o OrbiMed Advisors LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Ladies and Gentlemen: Reference is hereby made to that certain Credit same date as the related Purchase Date under the Receivables Purchase Agreement, dated as of June [•]March 5, 2018 (2020, among the Originator, individually and as amendedservicer, supplemented or otherwise modified the Buyer, as seller, the various purchaser and purchaser agents from time to time party thereto, and in effect on the date hereofMizuho Bank, Ltd., as administrative agent, arranger, collateral agent and structuring agent (the “Credit Receivables Purchase Agreement”), by and between TRANSMEDICSthe Assigned Receivable Assets described herein shall only include the Receivable Assets set forth in the Purchase Request (as defined in the Receivables Purchase Agreement) in respect of such Purchase Date. The Originator does hereby sell, INC.transfer and assign to the Buyer all right, title and interest, whether owned on such Transfer Date or thereafter acquired, of the Originator in the Assigned Receivable Assets existing on such Transfer Date or thereafter created, all monies due or to become due and all amounts received or receivable after the Cut-off Date immediately preceding the Transfer Date with respect thereto and all proceeds (including “proceeds” as defined in the applicable UCC) thereof. The Originator hereby represents and warrants that each Assigned Receivable Asset is an Eligible Receivable. Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Assignment and Acceptance constitute a Delaware corporation (True Sale and an absolute and irrevocable valid sale, transfer, contribution and assignment, as applicable, of the “Borrower”)Assigned Receivables Assets to the Buyer, enforceable against creditors of, and ORBIMED ROYALTY OPPORTUNITIES IIpurchasers from it. The foregoing sale, LPassignment, a Delaware limited partnership (together with its Affiliatestransfer and conveyance does not constitute, successors, transferees and assigneesis not intended to result in, the “Lender”)creation or assumption by the Buyer of any obligation or liability of the Originator or any other Person in connection with all, or any portion of, the Receivable Assets, all of which shall remain the obligations and liabilities of the Originator. Unless otherwise defined herein or Exhibit A SK 28677 0004 8422003 v14 This assignment and acceptance is made pursuant to and upon the context otherwise requiresrepresentations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings provided meaning assigned to them in the Credit Agreement or, if not defined therein, the Receivables Purchase Agreement. Pursuant to the provisions Exhibit A SK 28677 0004 8422003 v14 Schedule I Obligor Name & Billing Address Account Number ADT Credit Score of Section 2.2 Obligor Date of the Origination Unpaid Balance Financed Unpaid Balance Remaining Term For Payment of Unpaid Balance Remaining Term For Payment of Financed Unpaid Balance Product Type; Credit Agreement, the Borrower hereby requests [an Initial ][a Tranche A Delayed Draw ][a Tranche B Delayed Draw ][a Tranche C Delayed Draw ]Loan of $[ ] to be made on , 20 Check (the “Proposed Disbursement Date”), which Loan shall be evidenced by that certain Promissory Note dated as of [●], 2018 in the aggregate original principal amount of up to $65,000,000.00. The undersigned, solely in his capacity as an Authorized Officer of the Borrower and not in his individual capacity, hereby represent(sY/N) and warrant(s) to the Lender that:1.

Notice Information. If to Borrower: TransMedics, Party Notice Address Any Loan Party Presidio Holdings Inc. Attention: Chief Financial Officer 000 Xxxxxxxxx Xxxx00000 Xxxxxx Xxxxx Xx, Xxxxx 000 Xxxxxxx, XX 00000 Facsimile: [***] Telephone: [***] with a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP Attention: Xxxxxxxx Xxxxxx, Esquire 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Facsimile: [***] Telephone(000) 000-0000 Attention: [***] If to LenderXxxxxx Xxxxxxxx and Xxxx Xxxxxxxx with copy to: OrbiMed Royalty Opportunities IIAegis Holdings, LP Inc. c/o OrbiMed Advisors LLC 000 Xxxxxxxxx XxxxxxApollo Management VIII, L.P. 0 Xxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxx Facsimile: (000) 000-0000 Attention: Xxxxxxx Xxxx and Xxxxxxxxxxx Xxxxx Telephone: [***] Email: [***] with a copy to: Xxxxxxxxx Wachtell, Lipton, Xxxxx & Xxxxxxx LLP Attention: Xxxxx Xxxxxxxx The New York Times Building 000 Xxxxxx Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: [***] Telephone(000) 000-0000 Attention: [***] Xxxxxx X. Xxxxxxx, Esq. and Xxxx X. Xxxxxxxxxx, Esq. Administrative Agent Credit Suisse AG Eleven Madison Avenue, 6th Floor Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Loan Operations – Agency Manager with copy to: Xxxxxx & Xxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Xxxxxxxxxxx X. Xxxxx Issuing Bank PNC Bank, National Association 0000 Xxxxxx Xxxx, (Mail Stop: BR-YB58-01-P) Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Montreal Xxxxxxxx Swingline Lender PNC Bank, National Association 0000 Xxxxxx Xxxx, (Mail Stop: BR-YB58-01-P) Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Montreal Xxxxxxxx EXHIBIT A FORM OF PROMISSORY NOTE $65,000,000 [●], 2018 FOR VALUE RECEIVED, TRANSMEDICS, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”) on the Maturity Date pursuant to the terms of the Credit Agreement (as defined below) the principal sum of (a) THIRTY-FIVE MILLION DOLLARS ($35,000,000), if a Tranche A Delayed Draw Loan ASSIGNMENT AND ACCEPTANCE Reference is made to the Borrower, FORTY MILLION DOLLARS ($40,000,000), (c) if a Tranche A Delayed Draw Loan and a Tranche B Delayed Draw Loan are made to the Borrower, FORTY-FIVE MILLION DOLLARS ($45,000,000), (d) if a Tranche A Delayed Draw Loan and a Tranche C Delayed Draw Loan are made to the Borrower, SIXTY MILLION DOLLARS ($60,000,000), (e) if a Tranche A Delayed Draw Loan, a Tranche B Delayed Draw Loan and a Tranche C Delayed Draw Loan are made to the Borrower, SIXTY- FIVE MILLION DOLLARS ($65,000,000), or (f) in any case if less or more, the aggregate unpaid principal amount of the Loans made (or continued) by the Lender pursuant to the Credit Agreement, Agreement dated as of June [●]February 2, 2018 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between the Borrower and the Lender. Unless otherwise defined herein or the context otherwise requires, terms used in this Note have the meanings provided in the Credit Agreement. The Borrower also promises to pay interest pursuant to the terms of the Credit Agreement on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity upon demand, until paid in full, at the rates per annum and on the dates specified in the Credit Agreement, as well as any other amounts that may be due to the Lender upon maturity (whether by acceleration or otherwise) under or in respect of this Note pursuant to the terms of the Credit Agreement. Subject to Section 3.4 and Section 3.7 of the Credit Agreement, payments of both principal and interest are to be made in U.S. Dollars in same day or immediately available funds to the account designated by the Lender pursuant to the Credit Agreement. This Note is referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security and guarantee for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of the unpaid principal amount of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. Any prepaid principal of this Note may not be reborrowed. All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. This Note has been issued with original issue discount (“OID”) for U.S. Federal income tax purposes. The issue price, amount of OID, issue date and yield to maturity with respect to this Note may be obtained by writing to the Borrower at the following address: TransMedics, Inc. Attention: Chief Financial Officer 000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 With a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxxxxxx X. Xxxxxx Email: [***] THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK, AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). [Signature Page Follows] TRANSMEDICS, INC. By: Name: Title: EXHIBIT B FORM OF LOAN REQUEST [DATE] OrbiMed Royalty Opportunities II, LP c/o OrbiMed Advisors LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of June [•], 2018 (as amended, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and between TRANSMEDICS, INC.among Presidio Holdings Inc., a Delaware corporation, Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), and ORBIMED ROYALTY OPPORTUNITIES IIPresidio Networked Solutions, LPInc., a Delaware limited partnership Florida corporation (a “Borrower” and together with its Affiliates, successors, transferees and assigneesthe Company, the “LenderBorrowers”), the lenders from time to time party thereto (“Lenders”), and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Unless Capitalized terms used herein and not otherwise defined herein or the context otherwise requires, terms used herein shall have the meanings provided assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 2.2 of the Credit Agreement, the Borrower hereby requests [an Initial ][a Tranche A Delayed Draw ][a Tranche B Delayed Draw ][a Tranche C Delayed Draw ]Loan of $[ ] to be made on , 20 (the “Proposed Disbursement Date”), which Loan shall be evidenced by that certain Promissory Note dated as of [●], 2018 in the aggregate original principal amount of up to $65,000,000.00. The undersigned, solely in his capacity as an Authorized Officer of the Borrower and not in his individual capacity, hereby represent(s) and warrant(s) to the Lender that:.