EX-10.30





 Exhibit 10.30 

FORM OF SUPPLEMENT TO 
 PLEDGE
AND SECURITY AGREEMENT 
 This SUPPLEMENT, dated as of April [    ], 2019 (this “Supplement”), is
to the Pledge and Security Agreement, dated as of June 22, 2018 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Security Agreement”), among the Grantors (such term, and other terms
used in this Supplement, to have the meanings set forth in Article I of the Security Agreement) from time to time party thereto, in favor of ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates,
successors, transferees and assignees, the “Lender”). 
 WITNESSETH: 

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

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

SECTION 2. Schedules. The undersigned Grantor 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. The undersigned Grantor 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 undersigned has caused this Supplement to be duly executed and
delivered by its Authorized Officer as of the date first above written. 
  

			
	 TRANSMEDICS GROUP, INC.

		
	 Name:
	 	
	 Title:
	 	














 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 Group, Inc.	 	TransMedics, Inc.	 	1000	 	100%













 SCHEDULE II 

to Security Agreement 
  

	   Item A.	 Location of each Grantor 



 

					
	 Name of Grantor
	 	 Location for
purposes of
 UCC
	 	 Address of
executive office
 and principal place of

business

	TransMedics Group, Inc.	 	Massachusetts	 	 200 Minuteman Road,
Suite 302
 Andover, MA 01810-1046


  

	   Item B.	 [Reserved] 


  

	   Item C.	 Trade Names 



   None 
  

	   Item D.	 Merger or other corporate reorganization 



   None 
  

	   Item E.	 Grantor’s federal taxpayer ID number 



 

			
	 Name of Grantor
	 	
Taxpayer ID number

	 TransMedics Group, Inc.
	 	
[****]


  

	   Item F.	 Government Contracts 



   None. 
  

	   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 



None 
  

	Item B.	 Patent Licenses 



None 












 SCHEDULE IV 

to Security Agreement 
  

	Item A.	 Trademarks 



None 
  

	Item B.	 Trademark Licenses 



None 












 SCHEDULE V 

to Security Agreement 
  

	Item A.	 Copyrights 



None 
  

	Item B.	 Copyright Licenses 



None 












 SCHEDULE VI 

to Security Agreement 
 Trade
Secret or Know-How Licenses 
 None