TransMedics Group, Inc. Sample Contracts

TRANSMEDICS GROUP, INC., as Issuer, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 11, 2023 1.50% Convertible Senior Notes due 2028
Indenture • May 11th, 2023 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York

INDENTURE dated as of May 11, 2023 between TRANSMEDICS GROUP, INC., a Massachusetts corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

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●] SHARES TRANSMEDICS GROUP, INC. COMMON STOCK, NO PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • April 5th, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York
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3,250,000 SHARES TRANSMEDICS GROUP, INC. COMMON STOCK, NO PAR VALUE PER SHARE UNDERWRITING AGREEMENT August 4, 2022
TransMedics Group, Inc. • August 8th, 2022 • Electromedical & electrotherapeutic apparatus • New York
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ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 5 1.3. RULES OF CONSTRUCTION 5 ARTICLE 2. THE SECURITIES 6 2.1. ISSUABLE IN SERIES 6 2.2. ESTABLISHMENT OF TERMS OF...
TransMedics Group, Inc. • August 3rd, 2022 • Electromedical & electrotherapeutic apparatus • New York

INDENTURE, dated as of [ ], [ ] by and between TransMedics Group, Inc., a Massachusetts corporation, as Issuer (the “Company”) and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”).

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TransMedics, Inc. Restricted Stock Agreement Granted Under 2014 Stock Incentive Plan
Restricted Stock Agreement • April 5th, 2019 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
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TRANSMEDICS, INC. Executive Retention Agreement
Executive 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”).

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GUARANTEE AND COLLATERAL AGREEMENT Dated as of July 25, 2022, made by TRANSMEDICS GROUP, INC., and the other Grantors referred to herein, in favor of CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent
Guarantee and Collateral Agreement • July 29th, 2022 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York

This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of July 25, 2022, is made by each of the signatories hereto (together with any other entity that may hereafter become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), in favor of CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the banks and other financial institutions or entities (each a “Lender” and, collectively, the “Lenders”) from time to time parties to that certain Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced, from time to time, the “Credit Agreement”), among TRANSMEDICS GROUP, INC., a Massachusetts corporation (the “Borrower”), the Lenders party thereto, and the Administrative Agent.

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TRANSMEDICS, INC. Executive Retention Agreement
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 Tamer I. Khayal, M.D. (the “Executive”) is made as of November 15, 2007 (the “Effective Date”).

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INDEMNIFICATION AGREEMENT
Indemnification 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”).

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TRANSMEDICS GROUP, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive 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.

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Contract
Warrant Agreement • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

NEITHER THIS WARRANT NOR THE SHARES OF CAPITAL STOCK ISSUED UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO THE PROVISIONS OF SECTION 11 BELOW, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THIS WARRANT.

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200 MINUTEMAN ROAD ANDOVER, MASSACHUSETTS LEASE
Lease • 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”).

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GUARANTEE
Guarantee • 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”).

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Contract
Contract 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.

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SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of July 25, 2022, among TRANSMEDICS GROUP, INC., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, and CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent
Credit Agreement • July 29th, 2022 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of July 25, 2022, is entered into by and among TRANSMEDICS GROUP, INC., a Massachusetts corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE (“CIBC”), as the administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

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DEVELOPMENT AND SUPPLY AGREEMENT
Intercompany Quality 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.

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TRANSMEDICS GROUP, INC. 1.50% Convertible Senior Notes due 2028 PURCHASE AGREEMENT May 8, 2023
Purchase Agreement • May 11th, 2023 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York
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FIFTH AMENDMENT TO LEASE
Lease • 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”).

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SECOND AMENDMENT TO LEASE
Lease • 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”).

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TRANSMEDICS GROUP, INC. NON-STATUTORY STOCK OPTION AGREEMENT
Non-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.

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THIRD AMENDMENT TO LEASE
Lease • 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”).

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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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PLEDGE AND SECURITY AGREEMENT
Pledge 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”).

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FIRST AMENDMENT TO LEASE
Lease • 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”).

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CREDIT AGREEMENT dated as of June 22, 2018 by and between TRANSMEDICS, INC., as the Borrower, and ORBIMED ROYALTY OPPORTUNITIES II, LP, as the Lender
Credit 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”.

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LICENSE AGREEMENT
License 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”).

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TransMedics, Inc. Incentive Stock Option Agreement Granted Under 2014 Stock Incentive Plan
Incentive Stock Option Agreement • October 19th, 2018 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus

This agreement evidences the grant by TransMedics, Inc., a Delaware corporation (the “Company”), on [ ] (the “Grant Date”) to [ ], an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2014 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, $0.0001 par value per share, of the Company (“Common Stock”) at [$ ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [ ] (the “Final Exercise Date”).

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THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
Guarantee and Collateral Agreement • November 13th, 2023 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of July 25, 2022, is entered into by and among TRANSMEDICS GROUP, INC., a Massachusetts corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE (“CIBC”), as the administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

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SECOND AMENDMENT TO LEASE
Lease • 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”).

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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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THIRD AMENDMENT TO LEASE
Lease • 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”).

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FOURTH AMENDMENT TO LEASE
Lease • 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”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 9th, 2023 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 8, 2023 (this “First Amendment”), is made by and among TRANSMEDICS GROUP, INC., a Massachusetts corporation (the “Borrower”), the Lenders party hereto and CANADIAN IMPERIAL BANK OF COMMERCE as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below.

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TRANSMEDICS GROUP, INC. INDUCEMENT PLAN INDUCEMENT RESTRICTED STOCK UNIT AGREEMENT
Inducement Restricted Stock Unit Agreement • February 24th, 2023 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus

This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by the Company to the individual named above (the “Participant”), pursuant to and subject to the terms of the TransMedics Group, Inc. Inducement Plan (as from time to time amended and in effect, the “Plan”). The RSUs evidenced by this Agreement are granted pursuant to the exception to shareholder approval provided for inducement grants under Nasdaq Listing Rule 5635(c)(4). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 28th, 2020 • TransMedics Group, Inc. • Electromedical & electrotherapeutic apparatus • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of February 27, 2020 by and among TRANSMEDICS, INC., a Delaware corporation (the “Borrower”), TRANSMEDICS GROUP, INC., a Massachusetts corporation (“TransMedics Group”), and TRANSMEDICS B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“TransMedics B.V.” and together with TransMedics Group, the “Guarantors” and each, a “Guarantor”), and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (the “Lender”).

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