CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The following is a description of transactions since January 1, 2018 to which we have been a participant in which the amount involved, exceeded or will
exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation
arrangements which are described under Executive Officer and Director Compensation.
Investor Rights Agreement
We are a party to an amended and restated investor rights agreement, dated as of May 6, 2019, or the Investor Rights Agreement, with holders of our common
stock, including some of our directors and 5% shareholders and their affiliates and entities affiliated with our officers and directors. The Investor Rights Agreement provides these holders the right to demand that we file a registration statement
or request that their shares be covered by a registration statement that we are otherwise filing. In addition, under the Investor Rights Agreement, certain holders of warrants to purchase shares of our common stock following exercise of the warrants
have, with respect to the shares acquired on exercise of the warrants, the same rights to require us to register those shares as the other investor parties to the Investor Rights Agreement.
Stockholders Agreement
We were party to an amended
and restated stockholders agreement, dated as of June 14, 2013, as amended on May 29, 2015, February 17, 2016 and May 12, 2016, or the Stockholders Agreement, with certain of our shareholders, pursuant to which the
following directors were elected to serve as members on our board of directors and, as of the date of this proxy statement, continue to so serve: Dr. Hassanein, Mr. Tobin, Mr. Basile, and Mr. Kania.
The Stockholders Agreement terminated upon the closing of our initial public offering, but members previously elected to our board of directors pursuant
to this agreement will continue to serve as directors until they resign, are removed or their successors are duly elected by the holders of our common stock.
Board Observer
In connection with our initial public
offering, Riva Capital Partners III, L.P. (RCP III), Riva Capital Management III, LLC (RCM III), Abrams Capital Partners II, L.P. (ACP II), Abrams Capital, LLC (Abram Capital), Abrams Capital
Management, LLC (Abrams CM LLC), Abrams Capital Management, L.P. (Abrams CM LP), and David Abrams (together Abrams) entered into an agreement with us that granted Abrams the right to appoint one individual to
observe and attend meetings of the board of directors in a non-voting capacity, provided that Abrams collectively owned at least 10% of our then-outstanding shares of common stock. This agreement and
Abrams right to appoint a board observer were terminated in August 2020.
Employment Arrangements
Dr. Amira Hassanein, the sister of Dr. Waleed Hassanein, our President and Chief Executive Officer, is employed by us as Product Director for OCS
Lung Program and reports to our Chief Commercial Officer. Her compensation, including salary and bonus, earned in the fiscal year ended December 29, 2018 was $227,548, in the fiscal year ended December 28, 2019 was $255,231 and in the
fiscal year ended December 31, 2020 was $305,900, consistent with other employees at her level and responsibility. She also participated and currently participates in company benefit plans generally available to similarly situated employees.
Director and Officer Indemnification and Directors and Officers Liability Insurance
Our restated articles of organization provide that we will indemnify our directors and officers to the fullest extent permitted by Massachusetts law. In
addition, we have entered into indemnification agreements with our directors
28