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”).
ContractWarrant Agreement • October 15th, 2019 • TELA Bio, Inc. • 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.
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”.
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”).
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”).
TELA Bio, Inc. 2012 Stock Incentive Plan [Form of] Nonstatutory Stock Option AgreementNonstatutory Stock 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 LEASELease Agreement • 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 WARRANTPreferred Stock Purchase Warrant • October 15th, 2019 • TELA Bio, Inc. • 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:
Second Amended and Restated License, Product Development and Supply Umbrella AgreementLicense, Product Development and Supply Umbrella 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”).
ContractLicense 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.
AMENDMENT TO THE DEVELOPMENT AGREEMENT AND TO THE SECOND AMENDED AND RESTATED LICENSE, PRODUCT DEVELOPMENT AND SUPPLY UMBRELLA AGREEMENTDevelopment Agreement and License Agreement • October 15th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Delaware
This Amendment (“Amendment”) to the Development Agreement dated as of 16 July 2015 (“Development Agreement”) and the Second Amended and Restated License, Product Development and Supply Umbrella Agreement dated as of 16 July 2015 (the “Umbrella Agreement”), is made as of 26 November 2015 by and between TELA Bio, Inc (“TELA Bio”) and Aroa Biosurgery Limited (“Aroa”).
