4,750,000 Shares TELA Bio, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2023 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2019 between TELA Bio, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
TELA Bio, Inc. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 13th, 2023 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • New York
As further set forth in this agreement (this “Agreement”), TELA Bio, Inc., a company organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock” and, such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
CREDIT AND SECURITY AGREEMENT dated as of May 26, 2022 by and among TELA BIO, INC., and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers, and MIDCAP FINANCIAL TRUST, as Agent, and THE LENDERS...Credit and Security Agreement • May 31st, 2022 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • New York
ContractTELA Bio, Inc. • October 15th, 2019 • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW, OR SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR UNLESS IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2023 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 3, 2023, is made and entered into by and between TELA Bio, Inc., a Delaware corporation (the “Company”), and Gregory Firestone (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of January 29, 2013, is made and entered into by and between TELA Bio, Inc., a Delaware corporation (the “Company”), and Maarten Persenaire, M.D. (the “Executive”), and amends and restates that certain employment Agreement dated as of December 3, 2012 by and between the Company and the Executive (the “Original Agreement”).
CREDIT AGREEMENT dated as of November 16, 2018 by and between TELA BIO, INC., as the Borrower, and ORBIMED ROYALTY OPPORTUNITIES II, LP, as the LenderCredit Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • New York
THIS CREDIT AGREEMENT dated as of November 16, 2018 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between TELA BIO, INC., a Delaware corporation (the “Borrower”) and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”). The Borrower and the Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of April 11, 2013, is made and entered into by and between TELA Bio, Inc., a Delaware corporation (the “Company”), and Antony Koblish (the “Executive”) and amends that certain Employment Agreement by and between the Company and the Executive dated December 3, 2012 (the “Agreement”).
TELA BIO, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS STOCK RESTRICTION AGREEMENT (this “Agreement”) is made as of December 3, 2012 by and between TELA BIO, INC., a Delaware corporation (the “Company”), and Maarten Persenaire, M.D. (the “Executive”).
FIRST AMENDMENT AND JOINDER TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
This First Amendment and Joinder to Amended and Restated Stockholders Agreement (this “First Amendment and Joinder”) is made as of October 23, 2017 by and among between TELA Bio, Inc., a Delaware corporation (the “Company”), the Requisite Holders (as identified on the signature pages hereto (the “Requisite Holders”)) and Pacira Pharmaceuticals, Inc., a Delaware corporation (“Pacira”).
FIRST AMENDMENT AND JOINDER TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
This First Amendment and Joinder to Amended and Restated Investor Rights Agreement (this “First Amendment and Joinder”) is made as of October 23, 2017 by and among TELA Bio, Inc., a Delaware corporation (the “Company”), the Requisite Holders (as identified on the signature pages hereto (the “Requisite Holders”)) and Pacira Pharmaceuticals, Inc., a Delaware corporation (“Pacira”).
AMENDED AND RESTATED TELA BIO, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • May 11th, 2022 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
TELA Bio, Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated 2019 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
TELA Bio, Inc. 2012 Stock Incentive Plan [Form of] Nonstatutory Stock Option AgreementStock Option Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
This Nonstatutory Stock Option Agreement (the “Agreement”) is entered into between TELA Bio, Inc. (the “Company”) and [Name] (the “Participant”), pursuant to the Company’s 2012 Stock Incentive Plan (the “Plan”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in the Plan unless otherwise defined herein. The Company and the Participant agree as follows:
ContractWarrant Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
SECOND AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is made this 17 day of January 2018 (the “Effective Date”), by and between WPT LAND 2 LP, a Delaware limited partnership (“Landlord”), and TELA BIO, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of June 19, 2014, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (“Landlord”) and TELA BIO, INC, a Delaware corporation (“Tenant”).
TELA BIO, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 2, 2014, by and among TELA Bio, Inc., a Delaware corporation (the “Company”), and the persons identified on Exhibit A hereto (the “Investors” and together with such other parties who may become party hereto pursuant to the terms hereof, the “Parties” and each individually, a “Party”).
TELA BIO, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of October 2, 2014, by and among TELA Bio, Inc., a Delaware corporation (the “Company”), the Persons holding shares of Common Stock (as defined herein) identified on Exhibit A hereto (together with any other holders of Common Stock party hereto or who become party hereto, the “Common Holders”), and the Persons holding shares of Preferred Stock (as defined herein) identified on Exhibit B hereto (the “Investors”, and, collectively with the Common Holders and such other Persons who may become party hereto pursuant to the terms hereof, the “Stockholders”).
PREFERRED STOCK PURCHASE WARRANTTELA Bio, Inc. • October 15th, 2019 • Surgical & medical instruments & apparatus • Delaware
This Warrant is one of a series of warrants to purchase shares of the Company’s capital stock (each, a “Warrant” and collectively, the “Warrants”) being issued by the Company in connection with the transactions contemplated by that certain Secured Convertible Note and Warrant Purchase Agreement dated as of January 18, 2017 by and between the Company, the Holder and the other Purchasers set forth therein (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company is issuing to the Purchasers certain convertible promissory notes (each, a “Note” and collectively, the “Notes”). As an inducement to each Purchaser to purchase a Note, at the time of the sale and issuance by the Company of each such Note, pursuant to the terms of the Purchase Agreement the Company is also issuing to such Purchaser a Warrant in the form hereof. The Note to which this Warrant relates is referred to herein as the “Applicable Note.” Capitalized terms used but not defined herein shall have the meani
TELA Bio, Inc. 2012 Stock Incentive Plan Incentive Stock Option AgreementIncentive Stock Option Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
This Incentive Stock Option Agreement (the “Agreement”) is entered into between TELA Bio, Inc. (the “Company”) and Name (the “Participant”), pursuant to the Company’s 2012 Stock Incentive Plan (the “Plan”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in the Plan unless otherwise defined herein. The Company and the Participant agree as follows:
TELA BIO, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 25th, 2021 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
TELA Bio, Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated 2019 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an award of the number of Restricted Stock Units set forth below (the “Restricted Stock Units”). The Restricted Stock Units are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
TELA BIO, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • October 29th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
TELA Bio, Inc., a Delaware corporation (the “Company”), pursuant to its 2019 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • March 25th, 2021 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Third Amendment”) is made this 22nd day of December, 2020 (the “Effective Date”), by and between WPT LAND 2 LP, a Delaware limited partnership (“Landlord”), and TELA BIO, INC., a Delaware corporation (“Tenant”).
Second Amended and Restated License, Product Development and Supply Umbrella AgreementUmbrella Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
This Second Amended and Restated License, Product Development and Supply Umbrella Agreement (this “Umbrella Agreement”) is made as of the 16th day of July, 2015 (the “Effective Date”) by and between TELA Bio, Inc., a Delaware corporation (“TELA Bio”), and Aroa Biosurgery Ltd. (previously Mesynthes Ltd.), a privately held New Zealand company (“Aroa”), and amends and restated in its entirety that certain License, Product Development and Supply Umbrella Agreement dated as of August 3, 2012 (the “Original Agreement”) by and between TELA Bio and Aroa as amended and restated by that certain Amended and Restated License, Product Development and Supply Umbrella Agreement dated March 12, 2013 by and between TELA Bio and Aroa (the “First Amendment”).
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • March 22nd, 2024 • TELA Bio, Inc. • Surgical & medical instruments & apparatus
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Fourth Amendment”) is made this 18th day of October, 2023 (the “Effective Date”), by and between WPT LAND 2 LP, a Delaware limited partnership (“Landlord”), and TELA BIO, INC., a Delaware corporation (“Tenant”).
ADDENDUM TO THE SECOND AMENDED AND RESTATED LICENSE, PRODUCT DEVELOPMENT AND SUPPLY UMBRELLA AGREEMENTUmbrella Agreement • March 30th, 2020 • TELA Bio, Inc. • Surgical & medical instruments & apparatus
This addendum to the Umbrella Agreement (“Addendum”), is made as of the 27th day of August, 2019, and sets out the terms of the parties’ agreements with respect to the OviTex LPR Low Profile Robotic Product (“LPR Product”).
TELA BIO, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE AND PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • March 23rd, 2023 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
TELA Bio, Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated 2019 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an award of the target number of Performance Restricted Stock Units set forth below (the “Restricted Stock Units” or “PSUs”) listed below (an “Award” and such number of PSUs, the “Target Number of PSUs”). The PSUs are subject to the terms and conditions set forth in this Performance Restricted Stock Unit Grant Notice (the “Grant Notice”), the Performance Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Agreement. Each PSU represents the right to receive one Share at the times and subject to the conditions set forth herein.
TELA BIO, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 11th, 2022 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
TELA Bio, Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated 2019 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an award of the number of Restricted Stock Units set forth below (the “Restricted Stock Units”). The Restricted Stock Units are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
TELA BIO, INC. INDUCEMENT AWARD AGREEMENT FOR RESTRICTED STOCK UNIT RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTInducement Award Agreement • March 23rd, 2023 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
TELA Bio, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“Participant”) an award of the number of Restricted Stock Units set forth below (the “Restricted Stock Units”) as an inducement to the Participant’s acceptance of the Company’s offer of employment. The Restricted Stock Units are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”). The Restricted Stock Units constitute a non-plan “inducement award” as contemplated by NASDAQ Listing Rule 5635(c)(4) and is therefore not made pursuant to the TELA Bio, Inc. 2019 Equity Incentive Plan (the “Plan”). Nonetheless, the terms and provisions of the Plan are hereby incorporated into the Grant Notice and Agreement by this reference, as if the Restricted Stock Units were granted pursuant to the Plan. Unless otherwise defined herein, the terms defined in the
AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 22nd, 2024 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made as October 18, 2023, by and among TELA BIO, INC., a Delaware corporation (“Borrower”), MIDCAP FINANCIAL TRUST, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
ContractSupply Umbrella Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
ADDENDUM TO THE SECOND AMENDED AND RESTATED LICENSE, PRODUCT DEVELOPMENT AND SUPPLY UMBRELLA AGREEMENTTELA Bio, Inc. • March 22nd, 2024 • Surgical & medical instruments & apparatus
This Addendum to the Second Amended and Restated License, Product Development and Supply Umbrella Agreement (this “Addendum”), is made as of the 13 day of August, 2020, by and between TELA Bio, Inc. (“TELA Bio”), and Aroa Biosurgery Limited (“Aroa”), and sets out the terms of TELA Bio's and Aroa's agreement with respect to pricing of/for the ENDOFORM® PRS PLGA Reconstructive Template (“PRS PLGA Product”).
ADDENDUM TO THE SECOND AMENDED AND RESTATED LICENSE, PRODUCT DEVELOPMENT AND SUPPLY UMBRELLA AGREEMENTUmbrella Agreement • May 15th, 2020 • TELA Bio, Inc. • Surgical & medical instruments & apparatus
This Addendum to the Second Amended and Restated License, Product Development and Supply Umbrella Agreement (this “Addendum”) is made as of the 15th day of February, 2020, by and between TELA Bio, Inc. (“TELA Bio”), and Aroa Biosurgery Limited (“Aroa”), and sets out the terms of TELA Bio’s and Aroa’s agreements with respect to the assignment, transfer and conveyance from Aroa to TELA Bio of the FDA 510(k) clearances (K183398) for the Endoform® Restella Reconstructive Template (the “Restella Product”) as more particularly described in Exhibit B attached hereto (the “Restella Product Clearance”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2020 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the "Agreement "), dated as of January 17, 2020 is made and entered into by and between TELA Bio, Inc., a Delaware corporation "Company"), and Peter C. Murphy (the " Executive").
