EX-10.2(d)





 Exhibit 10.2(d) 

2014 STOCK PLAN FORM OF EXERCISE NOTICE 
 Treace
Medical Concepts, Inc. 
 203 Fort Wade Rd., Suite 150 
 Ponte
Vedra, FL 32081 
 Attention: Chief Financial Officer 
  

	 	1.	 Exercise of Option. Effective as of
                    , the undersigned (“Optionee”) hereby elects to exercise Optionee’s option (the “Option”) to purchase
                     shares of Class A Common Stock (the “Shares”) of Treace Medical Concepts, Inc. (the “Company”) under
and pursuant to the 2014 Stock Plan (the “Plan”) and the Stock Option Agreement dated                      (the “Option
Agreement”). 


  

	 	2.	 Delivery of Payment. Optionee herewith delivers to the Company the full purchase price of the Shares, as
set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option. 


  

	 	3.	 Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the
Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 


  

	 	4.	 Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The
Shares shall be issued to the Optionee as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance
except as provided in Section 13 of the Plan. 


  

	 	5.	 Company’s Right of First Refusal. Before any Shares held by Optionee or any transferee (either
being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the
terms and conditions set forth in this Section (the “Right of First Refusal”). 



(a)    Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the
“Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to
be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered
Price to the Company or its assignee(s). 
 (b)    Exercise of Right of First Refusal. At any time within thirty
(30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection (c) below. 












 (c)    Purchase Price. The purchase price (“Purchase
Price”) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the
non-cash consideration shall be determined by the Board of Directors of the Company in good faith. 

(d)    Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in
cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the
Notice or in the manner and at the times set forth in the Notice. 
 (e)    Holder’s Right to Transfer. If
all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable
securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the
Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

 (f)    Exception for Certain Family Transfers. Anything to the contrary contained in this Section
notwithstanding, the transfer of any or all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate
family shall be exempt from the provisions of this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall
receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section. 

(g)    Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the
earlier of (i) first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded. 

(h)    Stockholders Agreement; Preemption. The Optionee hereby agrees to enter into and become a party to any
stockholders or similar agreement to which the Company is a party, including the Amended and Restated Stockholders’ Agreement dated December 31, 2014, among the Company and certain stockholders of the Company, as any such agreement may be
amended, restated, supplemented, or otherwise modified from time to time (as applicable, the “Stockholders’ Agreement”). In furtherance of the foregoing, the Optionee hereby irrevocably constitutes and appoints the Company and any
officer or agent thereof, with full power of substitution, as his true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of
the Optionee and in the name of the Optionee, from time to time in the Company’s discretion, for the limited purpose executing and delivering the Stockholders’ Agreement or a joinder thereto on behalf of the Optionee. All powers,
authorizations and agencies contained in this Section 5(h) are coupled with an interest and are irrevocable. If the Optionee has entered into the Stockholders’ Agreement and remains bound by the terms thereof, then any proposed sale,
pledge or other transfer to a third party of any Shares, or any interest in 












 
Shares, by the Optionee shall be governed by the terms and conditions of the Stockholders Agreement’ and not by Section 5(a) through Section 5(g) of this Agreement, it being the
intent of the parties that the terms and conditions of the Stockholders’ Agreement shall preempt the provisions of this Agreement with respect to any such transaction. 
  

	 	6.	 Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of
Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on
the Company for any tax advice. 


  

	 	7.	 Restrictive Legends and Stop-Transfer Orders. 



(a)    Legends. Optionee understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST
REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT
OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE CONSENT OF THE COMPANY. 

THIS STOCK CERTIFICATE AND THE SHARES REPRESENTED THEREBY IS ISSUED AND SHALL BE HELD SUBJECT TO THOSE PARTICULAR QUALIFICATIONS, LIMITATIONS
AND RESTRICTIONS CONCERNING THE SALE OR TRANSFER OF STOCK AS SET FORTH IN THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONG THE CORPORATION AND ITS STOCKHOLDERS DATED DECEMBER 31, 2014, WHICH MATTERS ARE HEREBY REFERRED TO AND
MADE A PART HEREOF, TO ALL OF WHICH THE HOLDER OF THIS CERTIFICATE ASSENTS. 












 (b)    Stop-Transfer Notices. Optionee agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 
 (c)    Refusal to Transfer. The Company shall not be required
(i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to
any purchaser or other transferee to whom such Shares shall have been so transferred. 
  

	 	8.	 Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs,
executors, administrators, successors and assigns. 


  

	 	9.	 Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by
Optionee or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties. 



 

	 	10.	 Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not
the choice of law rules, of Delaware. 


  

	 	11.	 Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise
Notice, the Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement and, if applicable, the Stockholders’ Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a
writing signed by the Company and Optionee. 














 Submitted by: 

OPTIONEE 
  

 
 [Name] 

[Address] 
 Accepted by: 

TREACE MEDICAL CONCEPTS, INC. 
  

 
 Kirk Brennan 

VP, Controller 
 203 Fort Wade Rd., Suite 150 

Ponte Vedra, FL 32081 
 Date Received:
                     












 INVESTMENT REPRESENTATION STATEMENT 

OPTIONEE NAME:                      

COMPANY SECURITY: TREACE MEDICAL CONCEPTS, INC. COMMON STOCK 

AMOUNT:                      shares of Class A
Common Stock 
 DATE:                      

In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the
following: 
 (a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for resale in connection with, any
“distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 
 (b) Optionee acknowledges
and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among
other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be
unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an
exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities will be imprinted
with any legend required under applicable state securities laws or by the Company. 
 (c) Optionee is familiar with the provisions of Rule 701 and Rule 144,
each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of
certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes
subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may
be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (l) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market
maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate,(2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month
period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 
 In the event that the Company
does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which 












 
requires the resale to occur after the applicable holding period set forth in Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently
holds the Securities less than the prescribed holding period, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above. 

(d) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities
Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that
persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for
such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available
in such event. 
 Signature of Optionee: 
  

 
 [Name] 

[Address]