ContractTELA Bio, Inc. • August 16th, 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 16th, 2019 • TELA Bio, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 16, 2016, is made and entered into by and between TELA Bio, Inc., a Delaware corporation (the “Company”), and E. Skott Greenhalgh, PhD. (the “Executive”).
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 • August 16th, 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 • August 16th, 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 • August 16th, 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 • August 16th, 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 • August 16th, 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”).
TELA Bio, Inc. 2012 Stock Incentive Plan [Form of] Nonstatutory Stock Option AgreementStock Option Agreement • August 16th, 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 • August 16th, 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 • August 16th, 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 • August 16th, 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 • August 16th, 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 • August 16th, 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. • August 16th, 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 • August 16th, 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:
