TransMedics (TMDX) S-1 IPO registration

Exhibit 10.27

Execution Version

PLEDGE AND SECURITY AGREEMENT

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”).

WITNESSETH :

WHEREAS, pursuant to the Credit Agreement, dated as of June 22, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between the Borrower and the Lender, the Lender has extended a Commitment to make Loans to the Borrower; and

WHEREAS, as a condition precedent to the making of the Initial Loan under the Credit Agreement, each Grantor is required to execute and deliver this Security Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees, for the benefit of the Lender, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.Certain Terms. The following terms (whether or not underscored) when used in this Security Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

“Borrower” is defined in the preamble.

“Collateral” is defined inSection 2.1.

“Collateral Accounts” is defined inSection 4.3(b).

“Computer Hardware and Software Collateral” means (a) all of the Grantors’ computer and other electronic data processing hardware, integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories and all peripheral devices and other related computer hardware, including all operating system software, utilities and application programs in whatsoever form; (b) all software programs (including both source code, object code and all related applications and data files) designed for use on the computers and electronic data processing hardware described inclause (a) above;(c) all firmware associated therewith;(d) all documentation (including flow charts, logic diagrams, manuals, guides, specifications, training materials, charts and pseudo codes) with respect to such hardware, software and firmware described in the precedingclauses

(a) through(c); and(e) all rights with respect to all of the foregoing, including copyrights, licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications and any substitutions, replacements, improvements, error corrections, updates, additions or model conversions of any of the foregoing.

“Control Agreement” means an authenticated record in form and substance reasonably satisfactory to the Lender, that provides for the Lender to have “control” (as defined in the UCC) over certain Collateral.

“Copyright Collateral” means all Copyrights of the Grantors, including the Copyrights referred to inItem A ofSchedule V, and registrations and recordings thereof and all applications for registration thereof, all exclusive and nonexclusive licenses from third parties or rights to use copyrights owned by such third parties, including each copyright license referred to inItem B ofSchedule V, and all Proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages and Proceeds of suit, which are owned orin-licensed by the Grantors.

“Credit Agreement” is defined in thefirst recital.

“Distributions” means all dividends paid on Capital Securities, liquidating dividends paid on Capital Securities, shares (or other designations) of Capital Securities resulting from (or in connection with the exercise of) stock splits, reclassifications, warrants, options,non-cash dividends, mergers, consolidations, and all other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Capital Securities constituting Collateral.

“Excluded Assets” is defined inSection 2.1.

“Excluded Capital Securities” means 35% of the total outstanding voting Capital Securities of any Excluded Foreign Subsidiary.

“Filing Statements” is defined inSection 3.7(b).

“General Intangibles” means all “general intangibles” and all “payment intangibles”, each as defined in the UCC, and shall include all interest rate or currency protection or hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations and all Intellectual Property Collateral (in each case, regardless of whether characterized as general intangibles under the UCC).

“Grantor” and “Grantors” are defined in thepreamble.

“Intellectual Property Collateral” means, collectively, the Computer Hardware and Software Collateral, the Copyright Collateral, the Patent Collateral, the Trademark Collateral, the Trade Secrets Collateral, Product Agreements and Regulatory Authorizations.

“Intercompany Note” means any promissory note evidencing loans made by any Grantor to any other Grantor.

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“Investment Property” means, collectively, (a) all “investment property” as such term is defined inSection 9-102(a)(49) of the UCC and (b) whether or not constituting “investment property” as so defined, all Pledged Notes.

“Lender” is defined in thepreamble.

“Patent Collateral” means:

(a)      all of the Grantors’ (i) Patents throughout the world, including each patent and patent application referred to inItem A ofSchedule III;

(b)      all reissues, divisions, continuations, continuations in part, extensions, renewals and reexaminations of any of the items described inclause (a);

(c)      all patent licenses, and other agreements providing any Grantor with the right to use any items of the type referred to inclauses (a) and (b) above, including each patent license referred to inItem B ofSchedule III; and

(d)      all Proceeds of, and rights associated with, the foregoing (including licenses, royalties income, payments, claims, damages and Proceeds of infringement suits) and the right to sue third parties for past, present or future infringements of any Patent and for breach or enforcement of any patent license.

“Permitted Liens” means all Liens permitted bySection 8.3 of the Credit Agreement.

“Pledged Notes” means all promissory notes listed onItem J ofSchedule II (as such schedule may be amended or supplemented from time to time), all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor.

“Securities Act” is defined inSection 6.2(a).

“Security Agreement” is defined in thepreamble.

“Trade Secrets Collateral” means all of the Grantors’ common law and statutory trade secrets and all other confidential, proprietary or useful information, and allknow-how obtained by or used in or contemplated at any time for use in the business of any Grantor (all of the foregoing being collectively called a “Trade Secret”), whether or not such Trade Secret has been reduced to a writing or other tangible form, including all documents and things embodying or referring in any way to such Trade Secret, all Trade Secret licenses, including each Trade Secret license referred to inSchedule VI, and including the right to sue for and to enjoin and to collect damages for the actual or threatened misappropriation of any Trade Secret and for the breach or enforcement of any such Trade Secret license.

“Trademark Collateral” means:

(a)      (i) all of the Grantors’ Trademarks, now existing or hereafter adopted or acquired including those referred to inItem A ofSchedule IV, whether currently in use or not, all registrations and recordings thereof and all applications in connection therewith,

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whether pending or filed, including registrations, recordings and applications in the United States Patent and Trademark Office or in any office or agency of the United States of America, or any State thereof or any other country or political subdivision thereof or otherwise, and allcommon-law rights relating to the foregoing, and (ii) the right to obtain all reissues, extensions or renewals of the foregoing;

(b)      all Trademark licenses for the grant by or to any Grantors of any right to use any Trademark, including each Trademark license referred to inItem B ofSchedule IV; and

(c)      all of the goodwill of the business connected with the use of, and symbolized by the items described in,clause (a), and to the extent applicableclause (b);

(d)      the right to sue third parties for past, present and future infringements of any Trademark Collateral described inclause (a) and, to the extent applicable,clause (b); and

(e)      all Proceeds of, and rights associated with, the foregoing, including any claim by any Grantor against third parties for past, present or future infringement or dilution of any Trademark, Trademark registration or Trademark license, or for any injury to the goodwill associated with the use of any such Trademark or for breach or enforcement of any Trademark license and all rights corresponding thereto throughout the world.

SECTION 1.2.Credit Agreement Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Security Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement.

SECTION 1.3.UCC Definitions. When used herein the terms “Account”, “Certificated Securities”, “Chattel Paper”, “Commercial Tort Claim”, “Commodity Account”, “Commodity Contract”, “Deposit Account”, “Document”, “Electronic Chattel Paper”, “Equipment”, “Goods”, “Instrument”, “Inventory”,“Letter-of-Credit Rights”, “Payment Intangibles”, “Proceeds”, “Promissory Notes”, “Securities Account”, “Security Entitlement”, “Supporting Obligations” and “Uncertificated Securities” have the meaning provided in Article 8 or Article 9, as applicable, of the UCC. “Letters of Credit” has the meaning provided inSection 5-102 of the UCC.

ARTICLE II

SECURITY INTEREST

SECTION 2.1.Grant of Security Interest. Each Grantor hereby grants to the Lender, for its benefit, a continuing security interest in all of such Grantor’s right, title and interest in and to the following property, whether now or hereafter existing, owned or acquired by such Grantor, and wherever located (collectively, the “Collateral”):

(a)      Accounts;

(b)      Chattel Paper;

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(c)      Commercial Tort Claims listed onItem I ofSchedule II (as such schedule may be amended or supplemented from time to time);

(d)      Deposit Accounts;

(e)      Documents;

(f)      General Intangibles;

(g)      Goods (including Goods held on consignment with third parties);

(h)      Instruments;

(i)      Investment Property;

(j)       Letter-of-Credit Rights and Letters of Credit;

(k)      Supporting Obligations;

(l)      all books, records, writings, databases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section;

(m)      all Proceeds of the foregoing and, to the extent not otherwise included, (A) all payments under insurance (whether or not the Lender is the loss payee thereof) in respect of Collateral and (B) all tort claims; and

(n)      all other property and rights of every kind and description and interests therein.

Notwithstanding the foregoing, the term “Collateral” shall not include:

(i)      any General Intangibles or other rights, in each case arising under any contracts, instruments, licenses or other documents as to which the grant of a security interest would violate or invalidate any such contract, instrument, license or other document or give any other party to such contract, instrument, license or other document the right to terminate its obligations thereunder;

(ii)      trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent to use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a Lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application;

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(iii)        any asset, the granting of a security interest in which would be void or illegal under any applicable governmental law, rule or regulation, or pursuant thereto would result in, or permit the termination of, such asset;

(iv)        any asset subject to a Permitted Lien (other than Liens in favor of the Lender) securing obligations permitted under the Credit Agreement to the extent that the grant of other Liens on such asset (A) would result in a breach or violation of, or constitute a default under, the agreement or instrument governing such Permitted Lien, (B) would result in the loss of use of such asset or (C) would permit the holder of such Permitted Lien to terminate the Grantor’s use of such asset;

(v)        any Excluded Capital Securities; or

(vi)        Excluded Accounts and assets therein (together with paragraphs (i) through (v) collectively, the “Excluded Assets”)

provided, that the property described in paragraphs (i), (iii) and (iv) above shall only be excluded from the term “Collateral” to the extent the conditions stated in such paragraphs are not rendered ineffective pursuant to Sections9-406,9-407,9-408 or9-409 of the UCC or any other applicable law.

SECTION 2.2.Security for Obligations. This Security Agreement and the Collateral in which the Lender is granted a security interest hereunder by the Grantors secure the payment and performance of all of the Obligations.

SECTION 2.3.Grantors Remain Liable. Anything herein to the contrary notwithstanding:

(a)        the Grantors will remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and will perform all of their duties and obligations under such contracts and agreements to the same extent as if this Security Agreement had not been executed;

(b)        the exercise by the Lender of any of its rights hereunder will not release any Grantor from any of its duties or obligations under any such contracts or agreements included in the Collateral; and

(c)        the Lender will not have any obligation or liability under any contracts or agreements included in the Collateral by reason of this Security Agreement, nor will the Lender be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

SECTION 2.4.Distributions on Capital Securities; Payments on Pledged Notes. In the event that any (a) Distribution with respect to any Capital Securities or (b) payment with respect to any Pledged Notes, in each case pledged hereunder, is permitted to be paid (in accordance withSection 8.6 of the Credit Agreement), such Distribution or payment may be paid directly to the applicable Grantor. If any Distribution or payment is made in contravention ofSection 8.6 of

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the Credit Agreement, such Grantor shall hold the same segregated and in trust for the Lender until paid to the Lender in accordance withSection 4.1.5.

SECTION 2.5.Security Interest Absolute, Etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender and the security interests granted to the Lender hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:

(a)        any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);

(b)        the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any guarantor (including any other Grantor) of, or Collateral securing, any Obligations;

(c)        any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;

(d)        any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;

(e)        any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;

(f)        any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender ornon-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any guaranty held by the Lender securing any of the Obligations; or

(g)        any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or any of the Subsidiaries, any surety or any guarantor.

SECTION 2.6.Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or

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any of the Subsidiaries, in respect of any payment made by such Grantor under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Grantor (duly endorsed in favor of the Lender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance withSection 6.1(b);provided that if such Grantor has made payment to the Lender of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Lender will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries (or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to the Lender.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

In order to induce the Lender to enter into the Credit Agreement and make the Loans thereunder, the Grantors represent and warrant to the Lender as set forth below.

SECTION 3.1.As to Capital Securities of the Subsidiaries, Investment Property.

(a)        With respect to any Domestic Subsidiary of any Grantor that is

(i)        a corporation, business trust, joint stock company or similar Person, all Capital Securities issued by such Subsidiary are duly authorized and validly issued, fully paid andnon-assessable, and represented by a certificate or certificates; and

(ii)        a partnership or limited liability company, no Capital Securities issued by such Subsidiary (A) is dealt in or traded on securities exchanges or in securities markets, (B) expressly provides that such Capital Securities is a security governed by Article 8 of the UCC or (C) is held in a Securities Account, except, with respect to thisclause (a)(ii), Capital Securities (x) for which the Lender is the registered owner or (y) with respect to which the issuer has agreed in an authenticated record with such Grantor and the Lender to comply with any instructions of the Lender without the consent of such Grantor.

(b)        Each Grantor has delivered or made arrangements to deliver all Certificated Securities constituting Collateral held by such Grantor in a Subsidiary on the Closing Date (or the date such Grantor becomes a party to this Security Agreement, as applicable) or such later date as may have been agreed by the Lender in writing to the Lender, together with duly executed undated blank stock powers, or other equivalent instruments of transfer acceptable to the Lender.

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(c)        With respect to Uncertificated Securities constituting Collateral owned by any Grantor in a Subsidiary on the Closing Date (or the date such Grantor becomes a party to this Security Agreement, as applicable), such Grantor has caused the issuer thereof to do any of the following: (i) register the Lender as the registered owner of such security, (ii) agree in an authenticated record with such Grantor and the Lender that such issuer will comply with instructions with respect to such security originated by the Lender without further consent of such Grantor or (iii) with respect to any such Uncertificated Securities in a Subsidiary organized under the laws of a jurisdiction outside of the United States, take steps necessary to perfect such Grantor’s pledge of such security under the law of the applicable foreign jurisdiction of the Subsidiary; provided that none of the foregoing clauses (i), (ii) or (iii) shall be required with respect to any Uncertificated Securities constituting Collateral owned by any Grantor in a Subsidiary organized under the laws of Australia or Germany.

(d)        The percentage of the issued and outstanding Capital Securities of each Subsidiary pledged on the Closing Date (or the date such Grantor becomes a party to this Security Agreement, as applicable) by each Grantor hereunder is as set forth onSchedule I. All shares of such Capital Securities have been duly and validly issued and are fully paid and nonassessable.

(e)        Each of the Intercompany Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

SECTION 3.2.Grantor Name, Location, Etc. In each case as of the date hereof:

(a)        (i) The jurisdiction in which each Grantor is located for purposes of Sections9-301 and9-307 of the UCC and (ii) the address of each Grantor’s executive office and principal place of business is set forth inItem A ofSchedule II.

(b)        The Grantors do not have any trade names other than those set forth inItem C ofSchedule II hereto.

(c)        During the twelve months preceding the date hereof (or preceding the date such Grantor becomes a party to this Security Agreement, as applicable), no Grantor has been known by any legal name different from the one set forth on the signature page hereto, nor has such Grantor been the subject of any merger or other corporate reorganization, except as set forth inItem D ofSchedule II hereto.

(d)        Each Grantor’s federal taxpayer identification number (or foreign equivalent) is (and, during the twelve months preceding the date hereof (or preceding the date such Grantor becomes a party to this Security Agreement, as applicable), such Grantor has not had a federal taxpayer identification number (or equivalent) different from that) set forth inItem E ofSchedule II hereto.

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(e)        No Grantor is a party to any federal, state or local government contract except as set forth inItem F ofSchedule II hereto.

(f)        No Grantor maintains any Deposit Accounts, Securities Accounts or Commodity Accounts with any Person, in each case, except as set forth onItem G ofSchedule II.

(g)        No Grantor is the beneficiary of any Letters of Credit, except as set forth onItem H ofSchedule II.

(h)        No Grantor has Commercial Tort Claims except as set forth onItem I ofSchedule II.

(i)        The name set forth on the signature page attached hereto is the true and correct legal name (as defined in the UCC) of each Grantor.

SECTION 3.3.Ownership, No Liens, Etc. Each Grantor owns its Collateral free and clear of any Lien, except for (a) any security interest created by this Security Agreement and (b) Permitted Liens. No effective UCC financing statement or other filing similar in effect covering all or any part of the Collateral is on file in any recording office, except those filed in favor of the Lender relating to this Security Agreement, Permitted Liens or as to which a duly authorized termination statement relating to such UCC financing statement or other instrument has been delivered to the Lender on the Closing Date.

SECTION 3.4.Possession of Inventory, Control, Etc.

(a)        Each Grantor has, and agrees that it will maintain, exclusive possession of its Documents, Instruments, Promissory Notes, Goods, Equipment and Inventory, other than (i) Equipment, Inventory and other property that is in transit in the ordinary course of business, (ii) Equipment, Inventory and other property that in the ordinary course of business is in the possession or control of a warehouseman, bailee agent, contract manufacturer, vendor, supplier or other Person, including, without limitation, at clinical sites or trade and exhibition shows, (iii) Inventory that is in the possession of a consignee in the ordinary course of business and (iv) Instruments or Promissory Notes that have been delivered to the Lender pursuant toSection 3.5. In the case of Equipment or Inventory described in clause (ii) above, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (x) issued any warehouse receipt or other receipt in the nature of a warehouse receipt in respect of any such Equipment or Inventory, (y) issued any Document for any such Equipment or Inventory, or (z) any Lien (other than Permitted Liens) on any such Equipment or Inventory. Each Grantor (other than the Dutch Subsidiary with respect to real property leases in the Netherlands) shall furnish to the Lender landlord access agreements, in form and substance satisfactory to the Lender, from each landlord to such Grantor for each real property lease entered into by such Grantor after the date hereof.

(b)        Each Grantor is the sole entitlement holder of its Deposit Accounts and no other Person (other than the Lender pursuant to this Security Agreement or any other

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Person with respect to Permitted Liens) has control or possession of, or any other interest in, any of its Deposit Accounts or any other securities or property credited thereto.

SECTION 3.5.Negotiable Documents, Instruments and Chattel Paper. Each Grantor has delivered to the Lender possession of all originals of all Documents, Instruments, Promissory Notes, and tangible Chattel Paper (other than any Document, Instrument, Promissory Note or tangible Chattel Paper not exceeding $75,000 in principal amount) owned or held by such Grantor on the Closing Date (or the date such Grantor becomes a party to this Security Agreement, as applicable).

SECTION 3.6.Intellectual Property Collateral Security Agreements. Each Grantor has executed and delivered to the Lender Intellectual Property Collateral security agreements for all Copyrights, Patents and Trademarks owned by such Grantor, including all Copyrights, Patents and Trademarks onSchedule III throughV (as such schedules may be amended or supplemented from time to time by notice by such Grantor to the Lender);

SECTION 3.7.Validity, Etc.

(a)        This Security Agreement creates a valid security interest in the Collateral securing the payment of the Obligations to the extent such security interest may be created pursuant to Article 9 of the UCC.

(b)        As of the Closing Date (or the date such Grantor becomes a party to this Security Agreement, as applicable), each Grantor has filed or caused to be filed allUCC-1 financing statements in the filing office for each Grantor’s jurisdiction of organization listed inItem A ofSchedule II (collectively, the “Filing Statements”) (or has delivered to the Lender the Filing Statements suitable for timely and proper filing in such offices) and has taken all other actions requested by the Lender necessary for the Lender to obtain control of the Collateral as provided in Sections9-104,9-105,9-106 and9-107 of the UCC.

(c)        Upon the filing of the Filing Statements with the appropriate agencies therefor the security interests created under this Security Agreement shall constitute a perfected security interest in the Collateral described on such Filing Statements in favor of the Lender to the extent that a security interest therein may be perfected by filing a financing statement pursuant to the relevant UCC, prior to all other Liens, except for Permitted Liens (in which case such security interest shall be junior in priority of right only to the Permitted Liens until the obligations secured by such Permitted Liens have been satisfied).

SECTION 3.8.Authorization, Approval, Etc. Except as have been obtained or made and are in full force and effect, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either

(a)        for the grant by the Grantors of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by the Grantors;

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(b)        for the perfection or maintenance of the security interests hereunder including the first priority nature of such security interest (except with respect to the Filing Statements or, with respect to Intellectual Property Collateral, the recordation of any agreements with the United States Patent and Trademark Office or the United States Copyright Office or, with respect to foreign Intellectual Property Collateral, the taking of appropriate action under applicable foreign law and, with respect to after-acquired Intellectual Property Collateral, any subsequent filings in United States intellectual property offices or the taking of appropriate action under applicable foreign law) or the exercise by the Lender of its rights and remedies hereunder; or

(c)        for the exercise by the Lender of the voting or other rights provided for in this Security Agreement, except (i) with respect to any securities issued by a Subsidiary of the Grantors, as may be required in connection with a disposition of such securities by laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any “change of control” or similar filings required by state licensing agencies.

SECTION 3.9.Best Interests. It is in the best interests of each Grantor (other than the Borrower) to execute this Security Agreement inasmuch as such Grantor will, as a result of being an Affiliate of the Borrower, derive substantial direct and indirect benefits from the Loans made to the Borrower by the Lender pursuant to the Credit Agreement, and each Grantor agrees that the Lender is relying on this representation in agreeing to make such Loans pursuant to the Credit Agreement to the Borrower.

ARTICLE IV

COVENANTS

Each Grantor covenants and agrees that, until the Termination Date, such Grantor will perform, comply with and be bound by the obligations set forth below.

SECTION 4.1.As to Investment Property, Etc.

SECTION 4.1.1.Capital Securities of Subsidiaries. No Grantor will allow any of its Subsidiaries:

(a)        that is a corporation, business trust, joint stock company or similar Person, to issue Uncertificated Securities;

(b)        that is a partnership or limited liability company, to (i) issue Capital Securities that are to be dealt in or traded on securities exchanges or in securities markets, (ii) expressly provide in its Organic Documents that its Capital Securities are securities governed by Article 8 of the UCC, or (iii) place such Subsidiary’s Capital Securities in a Securities Account; and

(c)        to issue Capital Securities in addition to or in substitution for the Capital Securities pledged hereunder and that constitute Collateral hereunder, except to such Grantor (and such Capital Securities are immediately pledged and delivered to the Lender pursuant to the terms of this Security Agreement).

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SECTION 4.1.2.Investment Property (other than Certificated Securities). With respect to any Deposit Accounts, Securities Accounts, Commodity Accounts, Commodity Contracts or Security Entitlements constituting Investment Property owned or held by any Grantor, such Grantor will cause (except for Excluded Accounts) the intermediary maintaining such Investment Property to execute a Control Agreement relating to such Investment Property pursuant to which such intermediary agrees to comply with the Lender’s instructions with respect to such Investment Property without further consent by such Grantor (which instructions the Lender hereby agrees not to give unless an Event of Default has occurred and is continuing).

SECTION 4.1.3.Certificated Securities (Stock Powers). Each Grantor agrees that all Certificated Securities constituting Collateral, including the Capital Securities delivered by such Grantor pursuant to this Security Agreement, will be accompanied by duly executed undated blank stock powers, or other equivalent instruments of transfer reasonably acceptable to the Lender.

SECTION 4.1.4.Continuous Pledge. Each Grantor will (subject to the terms of the Credit Agreement) (a) deliver to the Lender all Investment Property and all Payment Intangibles to the extent that such Investment Property or Payment Intangibles are evidenced by a Document, Instrument, Promissory Note or Chattel Paper (other than any Document, Instrument, Promissory Note or Chattel Paper not exceeding $75,000 in the principal amount), and (b) at all times keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis, a security interest therein and in all interest and principal with respect to such Payment Intangibles, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral. Each Grantor agrees that it will, promptly following receipt thereof, deliver to the Lender possession of all originals of negotiable Documents, Instruments, Promissory Notes and Chattel Paper that it acquires following the Closing Date (other than any Document, Instrument, Promissory Note or Chattel Paper not exceeding $75,000 in the principal amount).

SECTION 4.1.5.Voting Rights, Dividends, Etc. Each Grantor agrees:

(a)        upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender and without any request therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all dividends and Distributions with respect to Investment Property; all interest, principal, other cash payments on Payment Intangibles; and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral, except for payments made in accordance withSection 8.6 of the Credit Agreement; and

(b)        immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause,

(i)        with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable;

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(ii)        that the Lender may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and

(iii)        to promptly deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting power.

All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such Grantor separate and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to inclause (b), such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power;provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

SECTION 4.2.Change of Name, Etc. No Grantor will change its name or place of incorporation or organization or federal taxpayer identification number except as otherwise permitted by the Credit Agreement.

SECTION 4.3.As to Accounts.

(a)        Each Grantor shall have the right to collect all Accounts so long as no Event of Default shall have occurred and be continuing.

(b)        Upon (i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Lender to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender for deposit in a Deposit Account of such Grantor maintained with the Lender or otherwise is a Controlled Account (together with any other Deposit Accounts or Security Accounts pursuant to which any portion of the Collateral is deposited with the Lender, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Lender until delivery thereof is made to the Lender.

(c)        Following the delivery of notice pursuant toclause (b)(ii), and so long as an Event of Default shall have occurred and be continuing, the Lender shall have the right to apply any amount in the Collateral Account, in accordance with Section 4.4(b) of the Credit Agreement, to the payment of any Obligations which are then due and payable.

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(d)        With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) so long as an Event of Default shall have occurred and be continuing, such Collateral Account shall be under the control of the Lender and (iii) so long as an Event of Default shall have occurred and be continuing, the Lender shall have the sole right of withdrawal over such Collateral Account.

SECTION 4.4.As to Grantors’ Use of Collateral.

(a)        Subject toclause (b), each Grantor (i) may in the ordinary course of its business, at its own expense, sell, lease or furnish under contracts of service any of the Inventory normally held by such Grantor for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Lender may reasonably request following the occurrence of an Event of Default or, in the absence of such request, as such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Collateral.

(b)        At any time following the occurrence and during the continuance of an Event of Default, whether before or after the maturity of any of the Obligations, the Lender may (i) revoke any or all of the rights of each Grantor set forth inclause (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Lender of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby.

(c)        Upon the request of the Lender following the occurrence and during the continuance of an Event of Default, each Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Lender of any amounts due or to become due thereunder.

(d)        At any time following the occurrence and during the continuation of an Event of Default, the Lender may endorse, in the name of such Grantor, any item, howsoever received by the Lender, representing any payment on or other Proceeds of any of the Collateral.

SECTION 4.5.As to Intellectual Property Collateral. Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor:

(a)        [reserved];

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(b)        [reserved];

(c)        [reserved];

(d)        [reserved]; and

(e)        such Grantor will quarterly (and sooner if requested by Lender) execute and deliver to the Lender (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms ofExhibit A,Exhibit B andExhibit C hereto following its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Lender any other document reasonably required to evidence the Lender’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Lender) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

SECTION 4.6.As toLetter-of-Credit Rights.

(a)        Each Grantor, by granting a security interest in itsLetter-of-Credit Rights to the Lender, intends to (and hereby does) collaterally assign to the Lender its rights (including its contingent rights ) to the Proceeds of allLetter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee.

(b)        Upon the occurrence of an Event of Default, such Grantor will, promptly upon request by the Lender, (i) notify (and such Grantor hereby authorizes the Lender to notify) the issuer and each nominated person with respect to each of the Letters of Credit that the Proceeds thereof have been assigned to the Lender hereunder and any payments due or to become due in respect thereof are to be made directly to the Lender and (ii) arrange for the Lender to become the transferee beneficiary of such Letter of Credit.

SECTION 4.7.As to Commercial Tort Claims. Each Grantor covenants and agrees that, until the payment in full of the Obligations and termination of all Commitments, with respect to any Commercial Tort Claim hereafter arising which the Company holds that could reasonably be expected to have a value in excess of $50,000, it shall deliver to the Lender a supplement in form and substance reasonably satisfactory to the Lender, together with all supplements to schedules thereto, identifying such new Commercial Tort Claim.

SECTION 4.8.Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the U.S. Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the U.S. Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, with a value in excess of $75,000, such Grantor shall promptly notify the Lender thereof and, at the request of the Lender, shall take such action as the Lender may reasonably request to vest in the Lender control underSection 9-105 of the UCC of such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Lender agrees with such Grantor that the Lender will arrange, pursuant to procedures satisfactory to the

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Lender and so long as such procedures will not result in the Lender’s loss of control, for the Grantor to make alterations to the electronic chattel paper or transferable record permitted underSection 9-105 of the UCC or, as the case may be, Section 201 of the U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

SECTION 4.9.Further Assurances, Etc. Each Grantor agrees that, from time to time at its own expense, it will, subject to the terms of this Security Agreement, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, such Grantor will:

(a)        from time to time upon the request of the Lender, promptly deliver to the Lender such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Lender, with respect to such Collateral as the Lender may request and will, from time to time upon the request of the Lender, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by the Lender; if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to the Lender hereunder such Instrument, negotiable Document, Promissory Note or tangible Chattel Paper (other than any Instrument, negotiable Document, Promissory Note or tangible Chattel Paper in principal amount less than $75,000) duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Lender;

(b)        file (and hereby authorize the Lender to file) such Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Lender may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Lender hereby;

(c)        at all times keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis (free and clear of all Liens except for Permitted Liens), at the request of the Lender, all Investment Property constituting Collateral, all dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral;

(d)        [reserved];

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(e)        not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Lender indicating that the Lender has a security interest in such Chattel Paper;

(f)        furnish to the Lender, from time to time at the Lender’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Lender may reasonably request, all in reasonable detail; and

(g)        do all things reasonably requested by the Lender in accordance with this Security Agreement in order to enable the Lender to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts,Letter-of-Credit-Rights and Electronic Chattel Paper.

With respect to the foregoing and the grant of the security interest hereunder, each Grantor hereby authorizes the Lender to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Lender to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

ARTICLE V

THE LENDER

SECTION 5.1.Lender AppointedAttorney-in-Fact. Each Grantor hereby irrevocably appoints the Lender as itsattorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Lender’s discretion, following the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Security Agreement, including:

(a)        to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(b)        to receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper, in connection withclause (a) above;

(c)        to file any claims or take any action or institute any proceedings which the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to any of the Collateral; and

(d)        to perform the affirmative obligations of such Grantor hereunder.

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Each Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

SECTION 5.2.Lender May Perform. If any Grantor fails to perform any agreement contained herein, the Lender may itself perform, or cause performance of, such agreement, that the Lender deems necessary for the maintenance, preservation or protection of any of the Collateral or of its security interest therein to the extent provided for herein, and the expenses of the Lender incurred in connection therewith shall be payable by such Grantor pursuant toSection 10.3 of the Credit Agreement.

SECTION 5.3.Lender Has No Duty. The powers conferred on the Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Lender shall have no duty as to any Collateral or responsibility for

(a)        ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not the Lender has or is deemed to have knowledge of such matters, or

(b)        taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

SECTION 5.4.Reasonable Care. The Lender is required to exercise reasonable care in the custody and preservation of any of the Collateral in its possession; provided that the Lender shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral, if it takes such action for that purpose as each Grantor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default, but failure of the Lender to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care.

ARTICLE VI

REMEDIES

SECTION 6.1.Certain Remedies. If any Event of Default shall have occurred and be continuing:

(a)        The Lender may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of the Lender on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may

(i)        take possession of any Collateral not already in its possession without demand and without legal process;

(ii)        require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Lender forthwith, assemble all or part

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of the Collateral as directed by the Lender and make it available to the Lender at a place to be designated by the Lender that is reasonably convenient to both parties;

(iii)        enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; and

(iv)        without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at any public or private sale, at any of the Lender’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Lender may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ prior notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b)        All cash Proceeds received by the Lender in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Lender against all or any part of the Obligations as set forth inSection 4.4(b) of the Credit Agreement.

(c)        The Lender may

(i)        transfer all or any part of the Collateral into the name of the Lender or its nominee, with or without disclosing that such Collateral is subject to the Lien hereunder;

(ii)        notify the parties obligated on any of the Collateral to make payment to the Lender of any amount due or to become due thereunder;

(iii)        withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account;

(iv)        enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;

(v)        endorse any checks, drafts, or other writings in any Grantor’s name to allow collection of the Collateral;

(vi)        take control of any Proceeds of the Collateral; and

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(vii)        execute (in the name, place and stead of any Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

SECTION 6.2.Securities Laws. If the Lender shall determine to exercise its right to sell all or any of the Collateral that are Capital Securities pursuant to Section 6.1(a)(iv), each Grantor acknowledges that the Lender may be unable to effect a public sale or other disposition of the Capital Securities by reason of certain prohibitions contained in the Securities Act of 1933, as from time to time amended (the “Securities Act”), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Grantor agrees that any such private sale may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner. The Lender shall be under no obligation to delay a sale of any of the Capital Securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Lender agrees that any sale of the Capital Securities shall be made in a commercially reasonable manner and each Grantor agrees that, upon request of the Lender, such Grantor will, at its own expense:

(a)        execute and deliver, and cause (or, with respect to any issuer which is not a Subsidiary of such Grantor, use its reasonable best efforts to cause) each issuer of the Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the reasonable opinion of the Lender, advisable to register such Collateral under the provisions of the Securities Act of 1933, as from time to time amended (the “Securities Act”), and cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of the Lender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC applicable thereto;

(b)        cause the issuer to exempt the Collateral under or comply with the state securities or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Collateral, as requested by the Lender;

(c)        if required, cause (or, with respect to any issuer that is not a Subsidiary of such Grantor, use its best efforts to cause) each such issuer to make available to its security holders, as soon as practicable, an earnings statement that will satisfy the provisions of Section 11(a) of the Securities Act; and

(d)        do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

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Each Grantor acknowledges the impossibility of ascertaining the amount of damages that would be suffered by the Lender by reason of the failure by such Grantor to perform any of the covenants contained in this Section and consequently agrees, to the fullest extent permitted by applicable law, that, if such Grantor shall fail to perform any of such covenants, it shall pay, as liquidated damages and not as a penalty, an amount equal to the value (as reasonably determined by the Lender) of such Collateral on the date the Lender shall demand compliance with this Section.

SECTION 6.3.Compliance with Restrictions. Each Grantor agrees that in any sale of any of the Collateral whenever an Event of Default shall have occurred and be continuing, the Lender is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority or official, and such Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Lender be liable nor accountable to such Grantor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

SECTION 6.4.Protection of Collateral. The Lender may from time to time, at its option, perform any act which any Grantor fails to perform after being requested in writing so to perform (it being understood that no such request need be given after the occurrence and during the continuance of an Event of Default) and the Lender may from time to time take any other action which the Lender deems necessary for the maintenance, preservation or protection of any of the Collateral or of its security interest therein.

ARTICLE VII

MISCELLANEOUS PROVISIONS

SECTION 7.1.Loan Document. This Security Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof, including Article X thereof. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Security Agreement conflicts with any provision in the Credit Agreement, the terms of the Credit Agreement shall control.

SECTION 7.2.Binding on Successors, Transferees and Assigns; Assignment. This Security Agreement shall remain in full force and effect until the Termination Date has occurred, shall be binding upon the Grantors and their successors, transferees and assigns and shall inure to the benefit of and be enforceable by the Lender;provided that no Grantor may assign any of its obligations hereunder without the prior consent of the Lender.

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SECTION 7.3.Amendments, Etc. No amendment or modification to or waiver of any provision of this Security Agreement, nor consent to any departure by any Grantor from its obligations under this Security Agreement, shall in any event be effective unless the same shall be in writing and signed by the Lender and the Grantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 7.4.Notices. All notices and other communications provided for hereunder shall be delivered or made as provided inSection 10.2 of the Credit Agreement.

SECTION 7.5.Release of Liens. Upon (a) the Disposition of Collateral to a Person other than a Grantor or a Subsidiary of a Grantor in accordance with the Credit Agreement or (b) the occurrence of the Termination Date, the security interests granted herein in such Collateral to the extent Disposed of shall automatically terminate with respect to (i) such Collateral (in the case ofclause (a)) or (ii) all Collateral (in the case ofclause (b)). Upon any such Disposition or termination, the Lender will, at the Grantors’ sole expense, deliver to the Grantors, without any representations, warranties or recourse of any kind whatsoever, all Collateral held by the Lender hereunder, and execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence such termination.

SECTION 7.6.Additional Grantors. Upon the execution and delivery by any other Person of a supplement in the form ofAnnex I hereto, such Person shall become a “Grantor” hereunder as of the date of such supplement with the same force and effect as if it was originally a party to this Security Agreement and named as a “Grantor” hereunder. The execution and delivery of such supplement shall not require the consent of any other Grantor hereunder, and the rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Security Agreement.

SECTION 7.7.No Waiver; Remedies. In addition to, and not in limitation ofSection 2.4, no failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 7.8.Severability. Any provision of this Security Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Security Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 7.9.Governing Law, Entire Agreement, Etc. THIS SECURITY AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS5-1401 AND5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). This Security

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Agreement, along with the other Loan Documents, constitutes the entire understanding among the parties hereto with respect to the subject matter thereof and supersedes any prior agreements, written or oral, with respect thereto.

SECTION 7.10.Counterparts. This Security Agreement may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. This Security Agreement shall become effective when counterparts hereof executed on behalf of all of the signatories hereto, shall have been received by the Lender. Delivery of an executed counterpart of a signature page to this Security Agreement by email (e.g., “pdf” or “tiff”) or telecopy shall be effective as delivery of a manually executed counterpart of this Security Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to be duly executed and delivered by its Authorized Officer as of the date first above written.

TRANSMEDICS, INC.
By:	/s/ Stephen Gordon
	Name:	Stephen M. Gordon
	Title:	Chief Financial Officer

TRANSMEDICS B.V.

By:	/s/ Stephen Gordon
	Name:	Stephen M. Gordon
	Title:	Authorized Representative

ORBIMED ROYALTY OPPORTUNITIES II, LP.

as the Lender

By OrbiMed Advisors LLC,
its investment manager

By:	/s/ W. Carter Neild
	Name:	W. Carter Neild
	Title:	Member

Signature Page to Security Agreement

IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to be duly executed and delivered by its Authorized Officer as of the date first above written.

TRANSMEDICS, INC.
By:	/s/ Stephen Gordon
	Name:	Stephen M. Gordon
	Title:	Chief Financial Officer
TRANSMEDICS B.V.

By:	/s/ Stephen Gordon
	Name:	Stephen M. Gordon
	Title:	Authorized Representative

ORBIMED ROYALTY OPPORTUNITIES II, LP.

as the Lender

By OrbiMed Advisors LLC,
its investment manager

By:	/s/ W. Carter Neild
	Name:	W. Carter Neild
	Title:	Member

Signature Page to Security Agreement

SCHEDULE I

to Security Agreement

Name of Grantor:	Name of Subsidiary		Number of Issued and Outstanding Capital Securities of Subsidiary	Percentage of the Capital Securities of Subsidiary Pledged
TransMedics, Inc.	TransMedics B.V.		180 ordinary shares	100%
TransMedics, Inc.	TransMedics Pty Ltd		1 ordinary share	65%
TransMedics B.V.	TransMedics GmbH	��	2 ordinary shares	65%

SCHEDULE II

to Security Agreement

Item A.Location of each Grantor.

Name of Grantor:	Location forpurposes of UCC:	Address of executive office and principal place of business
TransMedics, Inc.	DE	200 Minuteman Road, Suite 302 Andover, MA 01810-1046
TransMedics B.V.	DC	De Tweeling20-22 5215 MC‘s-Hertogenbosch The Netherlands

Item B.[Reserved].

Item C.Trade names.

Name of Grantor:	Trade Names:
TransMedics, Inc.	None
TransMedics B.V.	None

Item D.Merger or other corporate reorganization.

None.

Item E.Grantor’s federal taxpayer ID numbers.

Name of Grantor:	Taxpayer ID numbers:
TransMedics, Inc.	04-3432735
TransMedics B.V.	N/A

Item F.Government Contracts.

1. License Agreement, dated August 27, 2002, between the Borrower and the Department of Veterans Affairs.

Item G.Deposit Accounts, Securities Accounts and Commodities Accounts.

Financial Institution	Acct. Owner	Acct. #	Acct. Type
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

Item H.Letter of Credit Rights.

None.

Item I.Commercial Tort Claims.

None.

Item J.Pledged Notes.

None.

SCHEDULE III

to Security Agreement

Item A.Patents

List of TransMedics IP Portfolio of Patents 06/01/18

Granted US
Patent Number	Filing Date	Title	Expiration Date
6,046,046	03-Apr-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2017
6,100,082	23-Sep-1997	PERFUSION APPARATUS AND METHOD INCLUDING CHEMICAL COMPOSITIONS FOR MAINTAINING AN ORGAN	May 20, 2019
6,953,655	23-Mar-2000	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2017
7,572,622	14-Aug-2003	HEART PRESERVATION CHAMBER	January 29, 2026
7,651,835	07-Oct-2005	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE	March 13, 2027
8,304,181	25-Apr-2007	METHOD FOREX-VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	March 6, 2028
8,409,846	17-Feb-2005	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2017
8,420,380	08-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	October 28, 2029
8,465,970	07-Oct-2005	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE	February 12, 2028
8,535,934	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	October 28, 2029
8,585,380	07-Oct-2005	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE	February 12, 2028
8,822,203	28-Sep-2010	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	November 20, 2028
9,055,740	07-Oct-2005	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE	June 15, 2028
9,078,428	07-Oct-2005	SYSTEMS, METHODS, COMPOSITIONS AND SOLUTIONS FOR PERFUSING AN ORGAN	August 23, 2027
9,215,867	07-Oct-2005	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE	December 29, 2027
9,247,728	08-Apr-2008	SYSTEM AND METHOD FOR EX VIVO LUNG CARE	October 28, 2029
9,301,519	07-Oct-2005	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE	February 12, 2028
9,457,179	06-Jul-2007	SYSTEMS FOR MONITORING AND APPLYING ELECTRICAL CURRENTS IN AN ORGAN PERFUSION SYSTEM	July 8, 2031
9,462,802	08-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	December 18, 2031
9,516,875	12-Feb-2013	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	April 8, 2028
9,756,849	27-Mar-2015	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	June 24, 2018
9,756,850	10-Feb-2017	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2017

Granted US
Patent Number	Filing Date	Title	Expiration Date
9,756,851	24-Feb-2017	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2017
9,814,230	08-Apr-2008	SYSTEMS AND METHODS FOR Ex vivo LUNG CARE	October 28, 2029
9,894,894	16-Aug-2012	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	February 8, 2026

Pending US
Application No.	Filing Date	Title
12/099687	08-Apr-2008	SYSTEMS AND METHODS FOR Ex vivo LUNG CARE
13/446706	13-Apr-2012	ORGAN CARE SOLUTION FOREX-VIVO MACHINE PERFUSION OF DONOR LUNGS
14/464426	20-Aug-2014	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE
14/728771	02-Jun-2015	EX VIVO ORGAN CARE SYSTEM
14/734769	09-Jun-2015	SYSTEMS, METHODS, COMPOSITIONS AND SOLUTIONS FOR PERFUSING AN ORGAN
14/939845	12-Nov-2015	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE
15/207303	11-Jul-2016	SYSTEMS FOR MONITORING AND APPLYING ELECTRICAL CURRENTS IN AN ORGAN PERFUSION SYSTEM
15/258194	07-Sep-2016	AORTIC CANNULA FOR EX VIVO ORGAN CARE SYSTEM
15/857953	29-Dec-2017	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS

Granted Foreign
Patent Number	Country	Filing Date	Title	Expiration Date
728233	Australia	23-Sept-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
2005294206	Australia	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
2008260409	Australia	24-Apr-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE USING LACTATE AS AN INDICATOR	April 24, 2028
2009212725	Australia	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	January 30, 2029
2012216796	Australia	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
2012242578	Australia	13-Apr-2012	ORGAN CARE SOLUTION FOREX- VIVO MACHINE PERFUSION OF DONOR LUNGS	April 13, 2032

Granted Foreign
Patent Number	Country	Filing Date	Title	Expiration Date
2013216566	Australia	07-Oct-2005	SYSTEMS AND METHODS RELATED TO ORGAN PRESERVATION	October 7, 2025
2014202736	Australia	30-Jan-2009	METHOD AND DEVICE THAT PRESERVES LUNGS EX VIVO	January 30, 2029
2014256394	Australia	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
2015202735	Australia	30-Jan-2009	METHOD AND DEVICE THAT PRESERVES LUNGS EX VIVO	January 30, 2029
2015246083	Australia	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
2016201793	Australia	24-Apr-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE USING LACTATE AS AN INDICATOR	April 24, 2028
2016222388	Australia	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
1017274	Austria	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1017274	Belgium	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1768490	Belgium	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
1942726	Belgium	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027
2150105	Belgium	24-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 24, 2028
2304598	Canada	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
2584066	Canada	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
2685302	Canada	24-Apr-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	April 24, 2028

Granted Foreign
Patent Number	Country	Filing Date	Title	Expiration Date
2881613	Canada	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027
ZL201310556156.3	China	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
ZL200580042038.4	China	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
ZL201210449227.5	China	24-Apr-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	April 24, 2028
ZL200880020749.5	China	24-Apr-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	April 24, 2028
ZL200980110231.5	China	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	January 30, 2029
ZL201280025150.7	China	13-Apr-2012	ORGAN CARE SOLUTION FOREX- VIVO MACHINE PERFUSION OF DONOR LUNGS	April 13, 2032
ZL201310148246.9	China	30-Jan-2009	SYSTEMS AND METHODS FOREX- VIVO LUNG CARE	January 30, 2029
1017274	Denmark	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1768490	Denmark	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
1942726	Denmark	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027
2150105	Denmark	24-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 24, 2028
1017274	Europe	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1768490	Europe	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
1942726	Europe	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027

Granted Foreign
Patent Number	Country	Filing Date	Title	Expiration Date
2150105	Europe	24-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 24, 2028
1017274	Finland	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1017274	France	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1768490	France	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
1942726	France	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027
2150105	France	24-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 24, 2028
1017274	Germany	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1768490	Germany	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
1942726	Germany	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027
2150105	Germany	24-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 24, 2028
1101890	Hong Kong	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
1145942	Hong Kong	24-Apr-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	April 24, 2028
1185516	Hong Kong	24-Apr-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	April 24, 2028
1192115	Hong Kong	30-Jan-2009	METHOD AND DEVICE THAT PRESERVES LUNGS EX VIVO	January 30, 2029

Granted Foreign
Patent Number	Country	Filing Date	Title	Expiration Date
1200054	Hong Kong	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
1017274	Ireland	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1768490	Ireland	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
1942726	Ireland	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027
2150105	Ireland	24-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 24, 2028
182403	Israel	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
194748	Israel	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027
201739	Israel	24-Apr-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	April 24, 2028
207289	Israel	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	January 30, 2029
211084	Israel	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
228816	Israel	13-Apr-2012	ORGAN CARE SOLUTION FOREX- VIVO MACHINE PERFUSION OF DONOR LUNGS	April 13, 2032
243261	Israel	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027
1017274	Italy	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1768490	Italy	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
1942726	Italy	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027

Granted Foreign
Patent Number	Country	Filing Date	Title	Expiration Date
2150105	Italy	24-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 24, 2028
5113522	Japan	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
5462406	Japan	24-Apr-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	April 24, 2028
5599322	Japan	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	January 30, 2029
5746534	Japan	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
5889861	Japan	23-Sept-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
5923551	Japan	23-Sep-1998	SYSTEMS AND METHODS FOR EX- VIVO ORGAN CARE - VA Case	September 23, 2018
5923552	Japan	23-Sep-1998	SYSTEMS AND METHODS FOR EX- VIVO ORGAN CARE - VA Case	September 23, 2018
5933666	Japan	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
6029650	Japan	13-Apr-2012	ORGAN CARE SOLUTION FOREX- VIVO MACHINE PERFUSION OF DONOR LUNGS	April 13, 2032
6134771	Japan	23-Sep-1998	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	September 23, 2018
6144238	Japan	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	January 30, 2029
6284698	Japan	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
6343696	Japan	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	January 30, 2029
1017274	Luxembourg	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1017274	Monaco	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018

Granted Foreign
Patent Number	Country	Filing Date	Title	Expiration Date
1017274	Netherlands	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1768490	Netherlands	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
1942726	Netherlands	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027
2150105	Netherlands	24-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 24, 2028
554543	New Zealand	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
580648	New Zealand	24-Apr-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	April 24, 2028
586901	New Zealand	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	January 30, 2029
591524	New Zealand	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
597482	New Zealand	24-Apr-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	April 24, 2028
600702	New Zealand	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
603329	New Zealand	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	January 30, 2029
608461	New Zealand	24-Apr-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	April 24, 2028
614472	New Zealand	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
616699	New Zealand	13-Apr-2012	ORGAN CARE SOLUTION FOREX- VIVO MACHINE PERFUSION OF DONOR LUNGS	April 13, 2032

Granted Foreign
Patent Number	Country	Filing Date	Title	Expiration Date
623220	New Zealand	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	January 30, 2029
625575	New Zealand	24-April-2008	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS	April 24, 2028
702992	New Zealand	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
709775	New Zealand	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE	January 30, 2029
713560	New Zealand	13-Apr-2012	ORGAN CARE SOLUTION FOREX- VIVO MACHINE PERFUSION OF DONOR LUNGS	April 13, 2032
717789	New Zealand	07-Oct-2005	SYSTEMS AND METHODS FOREX- VIVO ORGAN CARE	October 7, 2025
728515	New Zealand	13-Apr-2012	ORGAN CARE SOLUTION FOREX- VIVO MACHINE PERFUSION OF DONOR LUNGS	April 13, 2032
1017274	Portugal	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1017274	Spain	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1768490	Spain	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
1942726	Spain	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027
2150105	Spain	24-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 24, 2028
1017274	Sweden	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1768490	Sweden	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
1942726	Sweden	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027

Granted Foreign
Patent Number	Country	Filing Date	Title	Expiration Date
2150105	Sweden	24-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 24, 2028
1017274	Switzerland	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1017274	United Kingdom	23-Sep-1998	COMPOSITIONS, METHODS AND DEVICES FOR MAINTAINING AN ORGAN	September 23, 2018
1768490	United Kingdom	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION	October 7, 2025
1942726	United Kingdom	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 19, 2027
2150105	United Kingdom	24-Apr-2008	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE	April 24, 2028

Pending Foreign
Application Number	Country	Filing Date	Title
2015271799	Australia	02-Jun-2015	EX VIVO ORGAN CARE SYSTEM
2016318622	Australia	07-Sep-2016	AORTIC CANNULA FOR EX VIVO ORGAN CARE SYSTEM
2017204594	Australia	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE
2017251745	Australia	07-Oct-2005	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE USING LACTATE AS AN INDICATOR
2017254983	Australia	07-Oct-2005	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE
2997267	Canada	07-Sep-2016	AORTIC CANNULA FOR EX VIVO ORGAN CARE SYSTEM
2649703	Canada	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE
2713443	Canada	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE
2833266	Canada	13-Apr-2012	ORGAN CARE SOLUTION FOREX-VIVO MACHINE PERFUSION OF DONOR LUNGS
2899880	Canada	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE
2937022	Canada	24-Apr-2008	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION
2948767	Canada	30-Jan-2009	METHOD AND DEVICE THAT PRESERVES LUNGS EX VIVO
2950759	Canada	02-Jun-2015	EX VIVO ORGAN CARE SYSTEM
2980782	Canada	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE

Pending Foreign
Application Number	Country	Filing Date	Title
2985229	Canada	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION
201680051905.9	China	07-Sep-2016	AORTIC CANNULA FOR EX VIVO ORGAN CARE SYSTEM
201510886161.X	China	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE
201580039132.8	China	02-Jun-2015	EX VIVO ORGAN CARE SYSTEM
201610772591.3	China	13-Apr-2012	ORGAN CARE SOLUTION FOREX-VIVO MACHINE PERFUSION OF DONOR LUNGS
201810088427.X	China	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE
16844964.3	Europe	07-Sep-2016	AORTIC CANNULA FOR EX VIVO ORGAN CARE SYSTEM
09707471.0	Europe	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE
12770852.7	Europe	13-Apr-2012	ORGAN CARE SOLUTION FOREX-VIVO MACHINE PERFUSION OF DONOR LUNGS
15803127.8	Europe	02-Jun-2015	EX VIVO ORGAN CARE SYSTEM
16205395.3	Europe	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE
17172411.5	Europe	24-Apr-2008	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE AND FOR USING LACTATE AS AN INDICATION OF DONOR ORGAN STATUS
11104344.2	Hong Kong	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE
14108359.2	Hong Kong	13-Apr-2012	ORGAN CARE SOLUTION FOREX-VIVO MACHINE PERFUSION OF DONOR LUNGS
16105788.7	Hong Kong	30-Jan-2009	METHOD AND DEVICE THAT PRESERVES LUNGS EX VIVO
17110784.0	Hong Kong	02-Jun-2015	EX VIVO ORGAN CARE SYSTEM
17112684.7	Hong Kong	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE
235148	Israel	24-Apr-2008	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION
243262	Israel	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE
243263	Israel	19-Apr-2007	SYSTEMS AND METHODS FOR EX VIVO ORGAN CARE
247534	Israel	30-Jan-2009	METHOD AND DEVICE THAT PRESERVES LUNGS EX VIVO
249263	Israel	07-Oct-2005	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE
249277	Israel	02-Jun-2015	EX VIVO ORGAN CARE SYSTEM
253737	Israel	24-Apr-2008	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION
257512	Israel	07-Sep-2016	AORTIC CANNULA FOR EX VIVO ORGAN CARE SYSTEM

Pending Foreign
Application Number	Country	Filing Date	Title
258702	Israel	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION
2018-512425	Japan	07-Sep-2016	AORTIC CANNULA FOR EX VIVO ORGAN CARE SYSTEM
2016-570779	Japan	02-Jun-2015	EX VIVO ORGAN CARE SYSTEM
2017-248794	Japan	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION
2015-231545	Japan	30-Jan-2009	METHOD AND DEVICE THAT PRESERVES LUNG EX VIVO
2016-223133	Japan	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION
2016-210448	Japan	24-Apr-2008	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE USING LACTATE AS AN INDICATOR
2015-189389	Japan	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION
2017-131257	Japan	23-Sep-1998	SYSTEMS AND METHODS FOREX-VIVO ORGAN CARE
2018-057705	Japan	24-Apr-2008	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION
2018-097232	Japan	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE
724681	New Zealand	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE
726895	New Zealand	02-Jun-2015	EX VIVO ORGAN CARE SYSTEM
732515	New Zealand	07-Oct-2005	SYSTEMS AND METHODS RELATING TO ORGAN PRESERVATION
739110	New Zealand	30-Jan-2009	SYSTEMS AND METHODS FOR EX VIVO LUNG CARE
739881	New Zealand	07-Sep-2016	AORTIC CANNULA FOR EX VIVO ORGAN CARE SYSTEM
740353	New Zealand	13-Apr-2012	ORGAN CARE SOLUTION FOREX-VIVO MACHINE PERFUSION OF DONOR LUNGS

Item B.Patent Licenses

1. Patent License Agreement between the Borrower and Terumo Cardiovascular Systems Corporation, dated July 17, 2006.¹

2. License Agreement, dated August 27, 2002, between the Borrower and the Department of Veterans Affairs.

¹ The Borrower no longer uses the part(s) covered under this agreement and does not owe any royalty to Terumo.

SCHEDULE IV

to Security Agreement

Item A.Trademarks

Issued Registrations

Mark	Country	Reg. No.	Reg. Date
MISCELLANEOUS design	Australia Madrid Protocol	933367	08/01/07
MISCELLANEOUS design	Canada	790432	02/11/11
MISCELLANEOUS design	China Madrid Protocol Class 1	933367	08/01/07
MISCELLANEOUS design	China Madrid Protocol Class 41	933367	08/01/07
MISCELLANEOUS design	Curacao Madrid Protocol	933367	08/01/07
MISCELLANEOUS design	European Community Madrid Protocol	933367	08/01/07
MISCELLANEOUS design	Israel Class 1 Class 10 Class 41	203139	12/04/08
MISCELLANEOUS design	Japan Madrid Protocol	933367	08/01/07
MISCELLANEOUS design	Madrid Protocol	933367	08/01/07
MISCELLANEOUS design	Monaco Madrid Protocol	933367	08/01/07

MISCELLANEOUS design	Caribbean Netherlands Madrid Protocol	933367	08/01/07
MISCELLANEOUS design	New Zealand	773266	06/05/07
MISCELLANEOUS design	Norway Madrid Protocol	933367	08/01/07
MISCELLANEOUS design	St. Maarten Madrid Protocol	933367	08/01/07
MISCELLANEOUS design	Switzerland Madrid Protocol	933367	08/01/07
MISCELLANEOUS design	United States Class 1	3378043	02/05/08
MISCELLANEOUS design	United States Class 10	3378044	02/05/08
MISCELLANEOUS design	United States Class 41	3378045	02/05/08
TRANSMEDICS	Australia Madrid Protocol	868714	08/31/05
TRANSMEDICS	European Community Madrid Protocol	868714	08/31/05
TRANSMEDICS	Japan Madrid Protocol	868714	08/31/05
TRANSMEDICS	Madrid Protocol	868714	08/31/05
TRANSMEDICS	Monaco Madrid Protocol	868714	08/31/05
TRANSMEDICS	Switzerland Madrid Protocol	868714	08/31/05
TRANSMEDICS	United States Class 1	3133609	08/22/06

TRANSMEDICS	United States Class 10	3130424	08/15/06
TRANSMEDICS	United States Class 41	3133607	08/22/06

Item B.Trademark Licenses

None.

SCHEDULE V

to Security Agreement

Item A.Copyrights/Mask Works

None.

Item B.Copyright/Mask Work Licenses

None.

SCHEDULE VI

to Security Agreement

Trade Secret orKnow-How Licenses

None.

EXHIBIT A

to Security Agreement

PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT, dated as of                    , 20  (this “Agreement”), is made by [NAME OF GRANTOR], a                                (the “Grantor”), in favor of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”).

WITNESSETH :

WHEREAS, pursuant to a Credit Agreement, dated as of June 22, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between TransMedics, Inc., a Delaware corporation (the “Borrower”) and the Lender, the Lender has extended a Commitment to make the Loans to the Borrower;

WHEREAS, in connection with the Credit Agreement, the Grantor and its Affiliates have executed and delivered a Pledge and Security Agreement in favor of the Lender, dated as of June 22, 2018 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”);

WHEREAS, pursuant to the Credit Agreement and pursuant to clause (f) of Section 4.5 of the Security Agreement, the Grantor is required to execute and deliver this Agreement and to grant to the Lender a continuing security interest in all of the Patent Collateral (as defined below) to secure all of the Obligations; and

WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees, for the benefit of the Lender, as follows:

SECTION 1.    Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided (or incorporated by reference) in the Security Agreement.

SECTION 2.    Grant of Security Interest. The Grantor hereby grants to the Lender, for its benefit, a continuing security interest in all of the Grantor’s right, title and interest in and to the following property, whether now or hereafter existing or acquired by the Grantor (the “Patent Collateral”):

(a)        Patents throughout the world, including each patent and patent application referred to inItem A ofSchedule I attached hereto;

(b)        all reissues, divisions, continuations,continuations-in-part, extensions, renewals and reexaminations of any of the items described in clause (a);

(c)        all patent licenses and other agreements providing the Grantor with the right to use any items of the type referred to in clauses (a) and (b) above, including each patent license referred to inItem B ofSchedule I attached hereto; and

(d)        all Proceeds of, and rights associated with, the foregoing (including licenses, royalties income, payments, claims, damages and Proceeds of infringement suits) and the right to sue third parties for past, present or future infringements of any Patent and for breach or enforcement of any patent license.

Notwithstanding anything to the contrary herein, Patent Collateral shall not include any Excluded Assets (as defined in the Security Agreement).

SECTION 3.    Security Agreement. This Agreement has been executed and delivered by the Grantor for the purpose of registering the security interest of the Lender in the Patent Collateral with the United States Patent and Trademark Office. The security interest granted hereby has been granted in furtherance of, and not in limitation of, the security interest granted to the Lender for its benefit under the Security Agreement. The Security Agreement (and all rights and remedies of the Lender thereunder) shall remain in full force and effect in accordance with its terms.

SECTION 4.    Release of Liens. Upon (i) the Disposition of Patent Collateral in accordance with the Credit Agreement or (ii) the occurrence of the Termination Date, the security interests granted herein shall automatically terminate with respect to (A) such Patent Collateral (in the case ofclause (i)) or (B) all Patent Collateral (in the case ofclause (ii)). Upon any such Disposition or termination, the Lender will, at the Grantor’s sole expense, deliver to the Grantor, without any representations, warranties or recourse of any kind whatsoever, all Patent Collateral held by the Lender hereunder, and execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination.

SECTION 5.    Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Lender with respect to the security interest in the Patent Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.

SECTION 6.    Loan Document. This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof, including Article X thereof.

SECTION 7.    Effective. This Agreement shall become effective when a counterpart hereof executed by the Grantor, shall have been received by the Lender. Delivery of an executed counterpart of a signature page to this Agreement by email (e.g., “pdf” or “tiff”) or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the Grantor hereto has caused this Agreement to be duly executed and delivered by its Authorized Officer as of the date first above written.

[NAME OF GRANTOR]
By:
	Name:
	Title:

Signature Page to Patent Security Agreement

SCHEDULE I

to Patent Security Agreement

Item A.Patents

Issued Patents

Country Patent No. Issue Date Inventor(s) Title

Pending Patent Applications

Country Serial No. Filing Date Inventor(s) Title

Item B.Patent Licenses

Country or
Territory Licensor Licensee Effective
Date Expiration
Date Subject
Matter

EXHIBIT B

to Security Agreement

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT, dated as of                    , 20 (this “Agreement”), is made by [NAME OF GRANTOR], a                                (the “Grantor”), in favor of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”).

WITNESSETH :

WHEREAS, pursuant to a Credit Agreement, dated as of June 22, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between TransMedics, Inc., a Delaware corporation (the “Borrower”) and the Lender, the Lender has extended a Commitment to make the Loans to the Borrower;

WHEREAS, in connection with the Credit Agreement, the Grantor and its Affiliates have executed and delivered a Pledge and Security Agreement in favor of the Lender, dated as of June 22, 2018 (as amended, supplemented, or otherwise modified from time to time, the “Security Agreement”);

WHEREAS, pursuant to the Credit Agreement and pursuant to clause (f) of Section 4.5 of the Security Agreement, the Grantor is required to execute and deliver this Agreement and to grant to the Lender a continuing security interest in all of the Trademark Collateral (as defined below) to secure all of the Obligations; and

WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees, for the benefit of each Lender, as follows:

SECTION 1.    Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided (or incorporated by reference) in the Security Agreement.

SECTION 2.    Grant of Security Interest. The Grantor hereby grants to the Lender, for its benefit, a continuing security interest in all of Grantor’s right, title and interest in and to the following property, whether now or hereafter existing or acquired by the Grantor (the “Trademark Collateral”):

(a)        (i) all of its Trademarks, now existing or hereafter adopted or acquired including those referred to inItem A ofSchedule I hereto, whether currently in use or not, all registrations and recordings thereof and all applications in connection therewith, whether pending or filed, including registrations, recordings and applications in the United States Patent and Trademark Office or in any office or agency of the United States

of America or any State thereof, and allcommon-law rights relating to the foregoing, and (ii) the right to obtain all reissues, extensions or renewals of the foregoing;

(b)        all Trademark licenses for the grant by or to the Grantor of any right to use any Trademark, including each Trademark license referred to inItem B ofSchedule I hereto;

(c)        all of the goodwill of the business connected with the use of, and symbolized by the items described in, clause (a), and to the extent applicable clause (b);

(d)        the right to sue third parties for past, present and future infringements of any Trademark Collateral described in clause (a) and, to the extent applicable, clause (b); and

(e)        all Proceeds of, and rights associated with, the foregoing, including any claim by the Grantor against third parties for past, present or future infringement or dilution of any Trademark, Trademark registration or Trademark license, or for any injury to the goodwill associated with the use of any such Trademark or for breach or enforcement of any Trademark license and all rights corresponding thereto throughout the world.

Notwithstanding anything to the contrary herein, Trademark Collateral shall not include any Excluded Assets (as defined in the Security Agreement).

SECTION 3.    Security Agreement. This Agreement has been executed and delivered by the Grantor for the purpose of registering the security interest of the Lender in the Trademark Collateral with the United States Patent and Trademark Office. The security interest granted hereby has been granted in furtherance of, and not in limitation of, the security interest granted to the Lender for its benefit under the Security Agreement. The Security Agreement (and all rights and remedies of the Lender thereunder) shall remain in full force and effect in accordance with its terms.

SECTION 4.    Release of Liens. Upon (i) the Disposition of Trademark Collateral in accordance with the Credit Agreement or (ii) the occurrence of the Termination Date, the security interests granted herein shall automatically terminate with respect to (A) such Trademark Collateral (in the case ofclause (i)) or (B) all Trademark Collateral (in the case ofclause (ii)). Upon any such Disposition or termination, the Lender will, at the Grantor’s sole expense, deliver to the Grantor, without any representations, warranties or recourse of any kind whatsoever, all Trademark Collateral held by the Lender hereunder, and execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination.

SECTION 5.    Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Lender with respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.

2

SECTION 6.    Loan Document. This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof, including Article X thereof.

SECTION 7.    Effective. This Agreement shall become effective when a counterpart hereof executed by the Grantor, shall have been received by the Lender. Delivery of an executed counterpart of a signature page to this Agreement by email (e.g., “pdf” or “tiff”) or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

[Signature Page Follows]

3

IN WITNESS WHEREOF, the Grantor hereto has caused this Agreement to be duly executed and delivered by Authorized Officer as of the date first above written.

[NAME OF GRANTOR]
By:
	Name:
	Title:

Signature Page to Trademark Security Agreement

SCHEDULE I

to Trademark Security Agreement

Item A.Trademarks

Registered Trademarks

Country Trademark Registration No. Registration Date

Pending Trademark Applications

Country Trademark. Serial No. Filing Date

Item B.Trademark Licenses

Country or
Territory Trademark Licensor Licensee Effective
Date Expiration
Date

EXHIBIT C

to Security Agreement

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT, dated as of                    , 20 (this “Agreement”), is made by [NAME OF GRANTOR], a                                (the “Grantor”), in favor of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”).

WITNESSETH :

WHEREAS, pursuant to a Credit Agreement, dated as of June 22, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between TransMedics, Inc., a Delaware corporation (the “Borrower”) and the Lender, the Lender has extended a Commitment to make the Loans to the Borrower;

WHEREAS, in connection with the Credit Agreement, the Grantor and its Affiliates have executed and delivered a Pledge and Security Agreement in favor of the Lender, dated as of June 22, 2018 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”);

WHEREAS, pursuant to the Credit Agreement and pursuant to clause (f) of Section 4.5 of the Security Agreement, the Grantor is required to execute and deliver this Agreement and to grant to the Lender a continuing security interest in all of the Copyright Collateral (as defined below) to secure all of the Obligations; and

WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees, for the benefit of the Lender, as follows:

SECTION 1.    Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided (or incorporated by reference) in the Security Agreement.

SECTION 2.    Grant of Security Interest. The Grantor hereby grants to the Lender, for its benefit, a continuing security interest in all of the Grantor’s right, title and interest in and to the following (the “Copyright Collateral”), whether now or hereafter existing or acquired by the Grantor: all Copyrights of the Grantor, including the copyrights referred to inItem A ofSchedule I hereto, and registrations and recordings thereof and all applications for registration thereof, all exclusive and nonexclusive licenses from third parties or rights to use copyrights owned by such third parties, including each copyright license referred to inItem B ofSchedule I hereto, and all Proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages and Proceeds of suit, which are owned orin-licensed.

Notwithstanding anything to the contrary herein, Copyright Collateral shall not include any Excluded Assets (as defined in the Security Agreement).

SECTION 3.    Security Agreement. This Agreement has been executed and delivered by the Grantor for the purpose of registering the security interest of the Lender in the Copyright Collateral with the United States Copyright Office. The security interest granted hereby has been granted in furtherance of, and not in limitation of, the security interest granted to the Lender for its benefit under the Security Agreement. The Security Agreement (and all rights and remedies of the Lender thereunder) shall remain in full force and effect in accordance with its terms.

SECTION 4.    Release of Liens. Upon (i) the Disposition of Copyright Collateral in accordance with the Credit Agreement or (ii) the occurrence of the Termination Date, the security interests granted herein shall automatically terminate with respect to (A) such Copyright Collateral (in the case ofclause (i)) or (B) all Copyright Collateral (in the case ofclause (ii)). Upon any such Disposition or termination, the Lender will, at the Grantor’s sole expense, deliver to the Grantor, without any representations, warranties or recourse of any kind whatsoever, all Copyright Collateral held by the Lender hereunder, and execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination.

SECTION 5.    Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Lender with respect to the security interest in the Copyright Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.

SECTION 6.    Loan Document. This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof, including Article X thereof.

SECTION 7.    Effective. This Agreement shall become effective when a counterpart hereof executed by the Grantor, shall have been received by the Lender. Delivery of an executed counterpart of a signature page to this Agreement by email (e.g., “pdf” or “tiff”) or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the Grantor hereto has caused this Agreement to be duly executed and delivered by Authorized Officer as of the date first above written.

[NAME OF GRANTOR]
By:
	Name:
	Title:

Signature Page to Copyright Security Agreement

SCHEDULE I

to Copyright Security Agreement

Item A.Copyrights/Mask Works

Registered Copyrights/Mask Works

Country Registration No. Registration Date Author(s) Title

Copyright/Mask Work Pending Applications

Country Serial No. Filing Date Author(s) Title

Item B.Copyright/Mask Work Licenses

Country or
Territory Licensor Licensee Effective
Date Expiration
Date

ANNEX I

to Security Agreement

SUPPLEMENT TO

PLEDGE AND SECURITY AGREEMENT

This SUPPLEMENT, dated as of                    , 20    (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”).

WITNESSETH :

WHEREAS, pursuant to a Credit Agreement, dated as of June 22, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between TransMedics, Inc., a Delaware corporation (the “Borrower”) and the Lender, the Lender has extended a Commitment to make the Loans to the Borrower;

WHEREAS, pursuant to the provisions of Section 7.6 of the Security Agreement, each of the undersigned is becoming a Grantor under the Security Agreement; and

WHEREAS, each of the undersigned desires to become a “Grantor” under the Security Agreement in order to induce the Lender to continue to extend Loans under the Credit Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the undersigned agrees, for the benefit of the Lender, as follows.

SECTION 1.    Party to Security Agreement, Etc. In accordance with the terms of the Security Agreement, by its signature below, each of the undersigned hereby irrevocably agrees to become a Grantor under the Security Agreement with the same force and effect as if it were an original signatory thereto and each of the undersigned hereby (a) agrees to be bound by and comply with all of the terms and provisions of the Security Agreement applicable to it as a Grantor and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct as of the date hereof, unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date. In furtherance of the foregoing, each reference to a “Grantor” and/or “Grantors” in the Security Agreement shall be deemed to include each of the undersigned.

SECTION 2.    Schedules. Each of the undersigned Grantors hereby authorizes the Lender to add the information set forth on the Schedules to this Supplement to the correlative Schedules attached to the Security Agreement.

SECTION 3.    Representations. Each of the undersigned Grantors hereby represents and warrants that this Supplement has been duly authorized, executed and delivered by it and that this Supplement and the Security Agreement constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 4.    Full Force of Security Agreement. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect in accordance with its terms.

SECTION 5.    Severability. Wherever possible each provision of this Supplement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Supplement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Supplement or the Security Agreement.

SECTION 6.    Governing Law, Entire Agreement, Etc. THIS SUPPLEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY DOCUMENT CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS5-1401 AND5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). This Supplement, along with the other Loan Documents, constitutes the entire understanding among the parties hereto with respect to the subject matter thereof and supersedes any prior agreements, written or oral, with respect thereto.

SECTION 7.    Effective. This Supplement shall become effective when a counterpart hereof executed by the Grantor shall have been received by the Lender. Delivery of an executed counterpart of a signature page to this Supplement by email (e.g., “pdf” or “tiff”) or telecopy shall be effective as delivery of a manually executed counterpart of this Supplement.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the Grantor hereto has caused this Supplement to be duly executed and delivered by Authorized Officer as of the date first above written.

[NAME OF ADDITIONAL SUBSIDIARY]
By:
	Name:
	Title:
[NAME OF ADDITIONAL SUBSIDIARY]
By:
	Name:
	Title:

Signature Page to Security Agreement Supplement

[COPY SCHEDULES FROM SECURITY AGREEMENT]