Restricted Stock Agreement between the Registrant and Richard von Oostrom



 EXHIBIT 10.24 
 TransMedics, Inc. 
 Restricted Stock Agreement 
 Granted Under 2004 Stock Incentive Plan 
 AGREEMENT made this 18th day of July, 2007, between TransMedics, Inc., a Delaware corporation (the “Company”), and Richard van Oostrom (the “Participant”). 
 The Participant is the holder of an option (the “Option”) to purchase 100,000 shares of common stock, $0.0001 par value, of the Company
(“Common Stock”), at a purchase price of $0.125 per share. The Option is evidenced by a nonstatutory stock option agreement (the “Option Agreement”) between the Company and the Participant. As of the date hereof, the Option is
exercisable for 30,558 shares of Common Stock. The Option was recently amended to permit the holder of thereof to exercise the Option with respect to shares that were had not vested, provided that the Company would have the right to repurchase such
shares in the event that the Participant ceases to be an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company. On the date hereof, the Participant exercised the Option in full, the Company
issued the Participant 30,558 shares of Common Stock, which represent all of the vested shares subject to the Option, and the Company and the Participant are entering into this Agreement with respect to the issuance of the remaining 69,442 shares of
Common Stock. 
 For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows: 
  

	 	1.	Purchase of Shares. 

 In accordance with the terms
of the Option, the Company is issuing and selling to the Participant, and the Participant is purchasing from the Company, subject to the terms and conditions set forth in this Agreement and in the Company’s 2004 Stock Incentive Plan (the
“Plan”), 69,442 shares (the “Shares”) of Common Stock at a purchase price of $0.125 per share. The aggregate purchase price for the Shares shall be paid by the Participant by check payable to the order of the Company or such
other method as may be acceptable to the Company. Upon receipt by the Company of payment for the Shares, the Company shall issue to the Participant one or more certificates in the name of the Participant for that number of Shares purchased by the
Participant. The Participant agrees that the Shares shall be subject to the purchase option set forth in Section 2 of this Agreement, the purchase option set forth in Section 4 of the Option Agreement and the restrictions on transfer set
forth in Section 4 of this Agreement. The shares of Common Stock acquired by the Participant upon exercise of the Option, including without limitation, the Shares, shall continue to be subject to all of the provisions of the Option Agreement
applicable to the shares issuable upon exercise of the Option. 
  

	 	2.	Purchase Option. 

 (a) In the event that the
Participant ceases to be an Eligible Participant (as defined below) for any reason or no reason, prior to July 27, 2009, the Company shall have the right and option (the “Purchase Option”) to purchase from the Participant, for a sum
of $0.125 








 
per share (the “Option Price”), some or all of the Unvested Shares (as defined below). “Unvested Shares” means the total number of Shares
multiplied by the Applicable Percentage at the time the Purchase Option becomes exercisable by the Company. The “Applicable Percentage” shall be (i) 100% less 4.0% for each month of service as an Eligible Participant completed by the
Participant with the Company from and after June 27, 2007, and (iii) zero on or after July 27, 2009. 
 (b) For purposes of
this Agreement, the Participant shall be an “Eligible Participant” for so long as the Participant continues to serve, at all times since the date hereof, as a director, employee or officer of, or consultant or advisor to, the Company or
any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code. 
  

	 	3.	Exercise of Purchase Option and Closing. 

 (a) The
Company may exercise the Purchase Option by delivering or mailing to the Participant (or his estate), within 90 days after the Participant ceases to be an Eligible Participant for any reason or no reason, a written notice of exercise of the Purchase
Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and
terminate effective upon the expiration of such 90-day period. 
 (b) Within 10 days after delivery to the Participant of the Company’s
notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Participant (or his estate) shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 5 below, tender to the Company at its
principal offices the certificate or certificates representing the Shares which the Company has elected to purchase in accordance with the terms of this Agreement, duly endorsed in blank or with duly endorsed stock powers attached thereto, all in
form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall pay to the Participant the aggregate Option Price for such Shares (provided that any delay in making
such payment shall not invalidate the Company’s exercise of the Purchase Option with respect to such Shares). 
 (c) After the time at
which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Shares or permit the Participant to exercise
any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. 
 (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Participant to the Company or in cash (by check) or both. 
 (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation
made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward). 
  

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 (f) The Company may assign its Purchase Option to one or more persons or entities. 
  

	 	4.	Restrictions on Transfer. 

 (a) The Participant
shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Shares, or any interest therein, that are subject to the Purchase Option, except that the
Participant may transfer such Shares (i) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, “Approved Relatives”) or
to a trust established solely for the benefit of the Participant and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement and the Option Agreement (including without limitation the restrictions on transfer
set forth in this Section 4, the Purchase Option and the right of first refusal set forth in Section 4 of the Option Agreement) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written
instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger
or consolidation), provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. 
 (b) The Participant shall not transfer any Shares, or any interest therein, that are no longer subject to the Purchase Option, except in accordance with
Section 4 of the Option Agreement. 
  

	 	5.	Escrow. 

 The Participant shall, upon the execution
of this Agreement, execute Joint Escrow Instructions in the form attached to this Agreement as Exhibit A. The Joint Escrow Instructions shall be delivered to the Secretary of the Company, as escrow agent thereunder. The Participant shall
deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow agent, on behalf of the Participant, the certificate(s)
evidencing the Shares issued hereunder. Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow Instructions. 
  

	 	6.	Restrictive Legends. 

 All certificates
representing Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws: 
 “The shares of stock represented by this certificate are subject to restrictions on transfer and an option to purchase set forth in a certain
Restricted Stock Agreement between the corporation and the registered owner of these shares (or his predecessor in interest), and such Agreement is available for inspection without charge at the office of the Secretary of the corporation.”

  

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 “The shares represented by this certificate have not been registered under the Securities Act of
1933, as amended, and may not be sold, transferred or otherwise disposed of in the absence of an effective registration statement under such Act or an opinion of counsel satisfactory to the corporation to the effect that such registration is not
required.” 
  

	 	7.	Provisions of the Plan. 

 (a) This Agreement is
subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement. 
 (b) As provided in the Plan,
upon the occurrence of a Reorganization Event (as defined in the Plan), the repurchase and other rights of the Company hereunder shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property
which the Shares were converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Shares under this Agreement. If, in connection with a Reorganization Event, a portion of the
cash, securities and/or other property received upon the conversion or exchange of the Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between the vested and unvested portion of such cash, securities
and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrow. 
  

	 	8.	Investment Representations. 

 The Participant
represents, warrants and covenants as follows: 
 (a) The Participant is purchasing the Shares for his own account for investment only, and
not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. 
 (b) The Participant has had such opportunity as he has deemed adequate to obtain from representatives of the Company such information as is necessary to permit him to evaluate the merits and risks of his investment in
the Company. 
 (c) The Participant has sufficient experience in business, financial and investment matters to be able to evaluate the risks
involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase. 
 (d) The Participant can
afford a complete loss of the value of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period. 
 (e) The Participant understands that (i) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) the Shares cannot
be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (iii) in any event, the exemption from registration under Rule 144 will not
be 

  

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available for at least one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning
the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the
Company and the Company has no obligation or current intention to register the Shares under the Securities Act. 
  

	 	9.	Withholding Taxes; Section 83(b) Election. 

 (a) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the
purchase of the Shares by the Participant or the lapse of the Purchase Option. 
 (b) The Participant has reviewed with the
Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the
transactions contemplated by this Agreement. The Participant understands that it may be beneficial in many circumstances to elect to be taxed at the time the Shares are purchased rather than when and as the Company’s Purchase Option expires by
filing an election under Section 83(b) of the Internal Revenue Code of 1986 with the I.R.S. within 30 days from the date of purchase. 
 THE PARTICIPANT ACKNOWLEDGES THAT IT IS SOLELY THE PARTICIPANT’S RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE
THIS FILING ON THE PARTICIPANT’S BEHALF. 
  

	 	10.	Miscellaneous. 

 (a) No Rights to
Employment. The Participant acknowledges and agrees that the vesting of the Shares pursuant to Section 2 hereof is earned only by continuing service as an employee at the will of the Company (not through the act of being hired or purchasing
shares hereunder). The Participant further acknowledges and agrees that the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as an employee or
consultant for the vesting period, for any period, or at all. 
 (b) Severability. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. 
  

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 (c) Waiver. Any provision for the benefit of the Company contained in this Agreement may be
waived, either generally or in any particular instance, by the Board of Directors of the Company. 
 (d) Binding Effect. This
Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in
Section 4 of this Agreement and Section 4 of the Option Agreement. 
 (e) Notice. All notices required or permitted
hereunder shall be in writing and deemed effectively given upon personal delivery or five days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown
beneath his or its respective signature to this Agreement, or at such other address or addresses as either party shall designate to the other in accordance with this Section 12(e). 
 (f) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. 
 (g) Entire Agreement. This
Agreement, the Option Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this Agreement. 
 (h) Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Participant.

 (i) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of
Delaware without regard to any applicable conflicts of laws. 
 (j) Participant’s Acknowledgments. The Participant acknowledges
that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel;
(iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of WilmerHale, is acting as counsel to the Company in
connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant. 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written. 
 TRANSMEDICS, INC. 
 By: /s/ Waleed H. Hassanein  
         Title: President and CEO 
 Address:
200 Minuteman Road #302 
                 Andover, MA 01810 
 /s/ Richard van Oostrom 
 Richard van Oostrom 
 Address: Baillet Latourlei 137 
                 Brasschaat, Belgium 
  

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 Exhibit A 
 TransMedics, Inc. 
 Joint Escrow Instructions 
 July 18, 2007 
 Waleed H. Hassanein,
M.D. 
 Secretary 
 TransMedics, Inc. 
 200 Minuteman Road, Suite 302 
 Andover, MA 01810 
 Dear Sir: 
 As Escrow Agent for TransMedics, Inc., a
Delaware corporation, and its successors in interest under the Restricted Stock Agreement (the “Agreement”) of even date herewith, to which a copy of these Joint Escrow Instructions is attached (the “Company”), and the
undersigned person (“Holder”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of the Agreement in accordance with the following instructions: 
 1. Appointment. Holder irrevocably authorizes the Company to deposit with you any certificates evidencing Shares (as defined in the Agreement) to
be held by you hereunder and any additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions, “Shares” shall be deemed to include any additional or substitute property. Holder does hereby irrevocably
constitute and appoint you as his attorney-in-fact and agent for the term of this escrow to execute with respect to such Shares all documents necessary or appropriate to make such Shares negotiable and to complete any transaction herein
contemplated. Subject to the provisions of this Section 1 and the terms of the Agreement, Holder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by you. 
 2. Closing of Purchase. 
 (a) Upon
any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the number of Shares to be purchased, the purchase price for the Shares, as determined pursuant to the
Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance
with the terms of said notice. 
 (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the
transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver the same, together with the certificate or certificates 

  

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evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased
pursuant to the Agreement. 
 3. Withdrawal. The Holder shall have the right to withdraw from this escrow any Shares as to which the
Purchase Option (as defined in the Agreement) has terminated or expired. 
 4. Duties of Escrow Agent. 
 (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 
 (b) You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent
or as attorney-in-fact of Holder while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 

(c) You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or entity,
excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If you are uncertain of any actions to be taken or instructions to be followed, you may refuse
to act in the absence of an order, judgment or decrees of a court. In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person or entity, by reason of
such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 
 (d) You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 
 (e) You shall be entitled to employ such
legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder and may rely upon the advice of such counsel. 
 (f) Your rights and responsibilities as Escrow Agent hereunder shall terminate if (i) you cease to be Secretary of the Company or (ii) you
resign by written notice to each party. In the event of a termination under clause (i), your successor as Secretary shall become Escrow Agent hereunder; in the event of a termination under clause (ii), the Company shall appoint a successor
Escrow Agent hereunder. 
 (g) If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or
obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 
  

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 (h) It is understood and agreed that if you believe a dispute has arisen with respect to the delivery
and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled
either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty
whatsoever to institute or defend any such proceedings. 
 (i) These Joint Escrow Instructions set forth your sole duties with respect to any
and all matters pertinent hereto and no implied duties or obligations shall be read into these Joint Escrow Instructions against you. 
 (j)
The Company shall indemnify you and hold you harmless against any and all damages, losses, liabilities, costs, and expenses, including attorneys’ fees and disbursements, (including without limitation the fees of counsel retained pursuant to
Section 4(e) above, for anything done or omitted to be done by you as Escrow Agent in connection with this Agreement or the performance of your duties hereunder, except such as shall result from your gross negligence or willful misconduct.

 5. Notice. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may
designate by ten days’ advance written notice to each of the other parties hereto. 
  

			
	COMPANY:	  	Notices to the Company shall be sent to the address set forth in the salutation hereto, Attn: President
		
	HOLDER:	  	Notices to Holder shall be sent to the address set forth below Holder’s signature below.
		
	ESCROW AGENT:	  	Notices to the Escrow Agent shall be sent to the address set forth in the salutation hereto.

 6. Miscellaneous. 
 (a) By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions, and you do not become a
party to the Agreement. 
 (b) This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. 
  

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 Very truly yours, 
  
 TRANSMEDICS, INC. 
 By: /s/ James Rao                 
 Title:
CFO                             
 HOLDER: 
 /s/ Richard van Oostrom     
 Richard van Oostrom 
 Address: Baillet Latourlei         
                 Brasschaat, Belgium 

Date Signed: 7/18/07 
 ESCROW
AGENT: 
 /s/ Waleed H. Hassanein         
 Waleed H. Hassanein, M.D. 
  

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 Exhibit B 
 (STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE) 
 FOR VALUE RECEIVED, I hereby sell, assign and transfer
unto                                       
      (100,000) shares of Common Stock, $0.0001 par value per share, of TransMedics, Inc. (the “Corporation”) standing in my name on the books of the Corporation represented by Certificate(s)
Number                         herewith, and do hereby irrevocably constitute and appoint
                                        
                     attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises.

 Dated: 07/21/07 
 IN
PRESENCE OF 

	
	/s/ Richard van Oostrom
	
	  


 NOTICE: The signature(s) to this assignment must correspond with the name as written upon
the face of the certificate, in every particular, without alteration, enlargement, or any change whatever and must be guaranteed by a commercial bank, trust company or member firm of the Boston, New York or Midwest Stock Exchange. 
  

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