EX-10.27





 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”). 

W I T N E S S E T H : 

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 in Section 2.1. 

“Collateral Accounts” is defined in Section 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 in clause (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 preceding clauses 













 
(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 in Item A of Schedule 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 in Item B of Schedule V, and all Proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages
and Proceeds of suit, which are owned or in-licensed by the Grantors. 
 “Credit
Agreement” is defined in the first 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 in Section 2.1. 

“Excluded Capital Securities” means 35% of the total outstanding voting Capital Securities of any Excluded Foreign
Subsidiary. 
 “Filing Statements” is defined in Section 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 the
preamble. 
 “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 in Section 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 the preamble. 

“Patent Collateral” means: 

(a)      all of the Grantors’ (i) Patents throughout the world, including each patent and
patent application referred to in Item A of Schedule III; 
 (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 any 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 in Item B of Schedule 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 by Section 8.3 of the Credit Agreement. 

“Pledged Notes” means all promissory notes listed on Item J of Schedule 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 in Section 6.2(a). 

“Security Agreement” is defined in the preamble. 

“Trade Secrets Collateral” means all of the Grantors’ common law and statutory trade secrets and all other confidential,
proprietary or useful information, and all know-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 in Schedule 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 in Item A of Schedule 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 all common-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 in Item B of Schedule 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 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 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 in Section 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 on
Item I of Schedule 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 Sections 9-406, 9-407, 9-408 or 9-409 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 with Section 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 of Section 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 with Section 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 or non-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 with Section 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 and non-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 this clause (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 on Schedule 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
Sections 9-301 and 9-307 of the UCC and (ii) the address of each Grantor’s executive office and principal place of business is set forth in Item A of
Schedule II. 
 (b)        The Grantors do not have any trade names
other than those set forth in Item C of Schedule 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 in Item D of Schedule 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 in Item E of Schedule II hereto. 

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

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

(g)        No Grantor is the beneficiary of any Letters of Credit, except as set forth
on Item H of Schedule II. 
 (h)        No Grantor has Commercial Tort
Claims except as set forth on Item I of Schedule 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 to
Section 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 on
Schedule III through V (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 all UCC-1 financing statements in the filing office for each Grantor’s jurisdiction of organization listed in Item A
of Schedule 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 Sections 9-104, 9-105, 9-106 and 9-107 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 with Section 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 in clause (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 to
clause (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 to clause (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 in clause (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 of Exhibit A, Exhibit B and Exhibit 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 to Letter-of-Credit Rights. 

(a)        Each Grantor, by granting a security interest in its Letter-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 all Letter-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 under Section 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
under Section 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 Appointed Attorney-in-Fact. Each
Grantor hereby irrevocably appoints the Lender as its attorney-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 with clause (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 to Section 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 in Section 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 in Section 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 of clause (a)) or (ii) all Collateral (in the case of clause (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 of Annex 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 of
Section 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 SECTIONS 5-1401 AND 5-1402 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 Tweeling 20-22
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 FOR EX-VIVO ORGAN CARE	 	March 13, 2027
	 8,304,181
	 	25-Apr-2007	 	METHOD FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX- VIVO ORGAN CARE	 	October 7, 2025
	 2008260409
	 	Australia	  	24-Apr-2008	 	SYSTEMS AND METHODS FOR EX- 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 FOR EX- VIVO ORGAN CARE	 	October 7, 2025
	 2012242578
	 	Australia	  	13-Apr-2012	 	ORGAN CARE SOLUTION FOR EX- 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 FOR EX- 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 FOR EX- VIVO ORGAN CARE USING LACTATE AS AN INDICATOR	 	April 24, 2028
	 2016222388
	 	Australia	  	07-Oct-2005	 	SYSTEMS AND METHODS FOR EX- 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 FOR EX- VIVO ORGAN CARE	 	October 7, 2025
	 2685302
	 	Canada	  	24-Apr-2008	 	SYSTEMS AND METHODS FOR EX- 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 FOR EX- VIVO ORGAN CARE	 	October 7, 2025
	 ZL201210449227.5
	 	China	  	24-Apr-2008	 	SYSTEMS AND METHODS FOR EX- 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 FOR EX- 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 FOR EX- VIVO MACHINE PERFUSION OF DONOR LUNGS	 	April 13, 2032
	 ZL201310148246.9
	 	China	  	30-Jan-2009	 	SYSTEMS AND METHODS FOR EX- 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 FOR EX- 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 FOR EX- 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 FOR EX- 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 FOR EX- 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 FOR EX- 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 FOR EX- VIVO ORGAN CARE	 	October 7, 2025
	 228816
	 	Israel	  	13-Apr-2012	 	ORGAN CARE SOLUTION FOR EX- 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 FOR EX- VIVO ORGAN CARE	 	October 7, 2025
	 5462406
	 	Japan	  	24-Apr-2008	 	SYSTEMS AND METHODS FOR EX- 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 FOR EX- VIVO MACHINE PERFUSION OF DONOR LUNGS	 	April 13, 2032
	 6134771
	 	Japan	  	23-Sep-1998	 	SYSTEMS AND METHODS FOR EX- 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 FOR EX- 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 FOR EX- 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 FOR EX- 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 FOR EX- 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 FOR EX- VIVO ORGAN CARE	 	October 7, 2025
	 616699
	 	New Zealand	  	13-Apr-2012	 	ORGAN CARE SOLUTION FOR EX- 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 FOR EX- 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 FOR EX- 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 FOR EX- VIVO MACHINE PERFUSION OF DONOR LUNGS	 	April 13, 2032
	 717789
	 	New Zealand	 	07-Oct-2005	 	SYSTEMS AND METHODS FOR EX- VIVO ORGAN CARE	 	October 7, 2025
	 728515
	 	New Zealand	 	13-Apr-2012	 	ORGAN CARE SOLUTION FOR EX- 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 FOR EX-VIVO ORGAN CARE USING LACTATE AS AN
INDICATOR
	 2017254983
	 	Australia	 	07-Oct-2005	 	SYSTEMS AND METHODS FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 FOR EX-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 or Know-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”). 
 W I T N E
S S E T H : 
 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 in Item A of Schedule 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 in Item B of Schedule 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 of clause (i)) or (B) all Patent Collateral
(in the case of clause (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”). 
 W I T N E
S S E T H : 
 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 in Item A of Schedule 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 all common-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 in Item B of Schedule 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 of clause (i)) or (B) all Trademark Collateral (in the case of clause (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”). 
 W I T N E
S S E T H : 
 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 in Item A of Schedule 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 in Item B of Schedule I hereto, and all Proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages and Proceeds of suit, which
are owned or in-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 of clause (i)) or (B) all
Copyright Collateral (in the case of clause (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”). 
 W I T N E S S E
T H : 
 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 SECTIONS 5-1401 AND 5-1402 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]