SUPPLEMENT TO GUARANTEE
This SUPPLEMENT, dated as of May 6, 2019 (this Supplement), is to the Guarantee, dated as of June 22, 2018 (as amended, supplemented, amended and restated or otherwise modified from time to time, the Guarantee), by the Guarantors (such term, and other terms used in this Supplement, to have the meanings set forth in Article I of the Guarantee) 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; and
WHEREAS, pursuant to the provisions of Section 5.5 of the Guarantee, the undersigned is becoming a Guarantor under the Guarantee; and WHEREAS, the undersigned desires to become a Guarantor under the Guarantee in order to induce the Lender to continue to extend the 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 Guarantee, Etc. In accordance with the terms of this Guarantee, by its signature below, the undersigned hereby irrevocably agrees to become a Guarantor under the Guarantee 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 Guarantee applicable to it as a Guarantor and (b) represents and warrants that the representations and warranties made by it as a Guarantor 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 Guarantor and/or Guarantors in the Guarantee shall be deemed to include the undersigned.
SECTION 2. Representations. The undersigned Guarantor hereby represents and warrants that this Supplement has been duly authorized, executed and delivered by it and that this Supplement and the Guarantee constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms.
SECTION 3. Full Force of Guarantee. Except as expressly supplemented hereby, the Guarantee shall remain in full force and effect in accordance with its terms.