Exhibit 10.1


 


Execution Version





 


 


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


 


FROM TIME TO TIME PARTY HERETO


 


 





 


 






     


     


    

 


Table
of Contents


 


Page


 


	Article 1 - DEFINITIONS 	1
	 	 
	Section 1.1	 	Certain Defined Terms	1
	Section 1.2	 	Accounting Terms and Determinations	33
	Section 1.3	 	Other Definitional and Interpretive Provisions	33
	Section 1.4	 	Settlement and Funding Mechanics	33
	Section 1.5	 	Time is of the Essence	33
	Section 1.6	 	Time of Day	34
	 	 	 	 
	Article 2 - LOANS 	34
	 	 	 	 
	Section 2.1	 	Loans	34
	Section 2.2	 	Interest, Interest Calculations and Certain Fees	36
	Section 2.3	 	Notes	38
	Section 2.4	 	Reserved	38
	Section 2.5	 	Reserved	38
	Section 2.6	 	General Provisions Regarding Payment; Loan Account	38
	Section 2.7	 	Maximum Interest	39
	Section 2.8	 	Taxes; Capital Adequacy; Increased Costs; Inability to Determine Rates; Illegality	39
	Section 2.9	 	Appointment of Borrower Representative	44
	Section 2.10	 	Joint and Several Liability; Rights of Contribution; Subordination and Subrogation	45
	Section 2.11	 	Reserved	47
	Section 2.12	 	Termination; Restriction on Termination	47
	 	 	 	 
	Article 3 - REPRESENTATIONS AND WARRANTIES 	47
	 	 
	Section 3.1	 	Existence and Power	47
	Section 3.2	 	Organization and Governmental Authorization; No Contravention	48
	Section 3.3	 	Binding Effect	48
	Section 3.4	 	Capitalization	48
	Section 3.5	 	Financial Information	48
	Section 3.6	 	Litigation	48
	Section 3.7	 	Ownership of Property	49
	Section 3.8	 	No Default	49
	Section 3.9	 	Labor Matters	49
	Section 3.10	 	Investment Company Act	49
	Section 3.11	 	Margin Regulations	49
	Section 3.12	 	Compliance With Laws; Anti-Terrorism Laws	49
	Section 3.13	 	Taxes	50
	Section 3.14	 	Compliance with ERISA	50
	Section 3.15	 	Consummation of Financing Documents; Brokers	51
	Section 3.16	 	Reserved	51
	Section 3.17	 	Material Contracts	51
	Section 3.18	 	Compliance with Environmental Requirements; No Hazardous Materials	51
	Section 3.19	 	Intellectual Property and License Agreements	51
	Section 3.20	 	Solvency	52



 






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	Section 3.21	 	Full Disclosure	52
	Section 3.22	 	Reserved	52
	Section 3.23	 	Subsidiaries	52
	Section 3.24	 	Regulatory Matters	52
	Section 3.25	 	Accuracy of Schedules	53
	Section 3.26	 	Senior Indebtedness Status	53
	 	 	 	 
	Article 4 - AFFIRMATIVE COVENANTS 	53
	 	 
	Section 4.1	 	Financial Statements and Other Reports	53
	Section 4.2	 	Payment and Performance of Obligations	56
	Section 4.3	 	Maintenance of Existence	56
	Section 4.4	 	Maintenance of Property; Insurance	56
	Section 4.5	 	Compliance with Laws and Material Contracts	57
	Section 4.6	 	Inspection of Property, Books and Records	57
	Section 4.7	 	Use of Proceeds	58
	Section 4.8	 	Reserved	58
	Section 4.9	 	Notices of Material Contracts, Litigation and Defaults	58
	Section 4.10	 	Hazardous Materials; Remediation	59
	Section 4.11	 	Further Assurances	59
	Section 4.12	 	Reserved	60
	Section 4.13	 	Power of Attorney	61
	Section 4.14	 	Reserved	61
	Section 4.15	 	Schedule Updates	61
	Section 4.16	 	Intellectual Property and Licensing	61
	Section 4.17	 	Regulatory Covenants	62
	 	 	 	 
	Article 5 - NEGATIVE COVENANTS 	63
	 	 
	Section 5.1	 	Debt; Contingent Obligations	63
	Section 5.2	 	Liens	63
	Section 5.3	 	Distributions	63
	Section 5.4	 	Restrictive Agreements	63
	Section 5.5	 	Payments and Modifications of Subordinated Debt	63
	Section 5.6	 	Consolidations, Mergers and Sales of Assets; Change in Control	64
	Section 5.7	 	Purchase of Assets, Investments	64
	Section 5.8	 	Transactions with Affiliates	64
	Section 5.9	 	Modification of Organizational Documents	64
	Section 5.10	 	Modification of Certain Agreements	64
	Section 5.11	 	Conduct of Business	65
	Section 5.12	 	Lease Payments	65
	Section 5.13	 	Limitation on Sale and Leaseback Transactions	65
	Section 5.14	 	Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts	65
	Section 5.15	 	Compliance with Anti-Terrorism Laws	66
	Section 5.16	 	Change in Accounting	66
	Section 5.17	 	Investment Company Act	66
	Section 5.18	 	Restricted Foreign Subsidiaries	66
	 	 	 	 
	Article 6 - FINANCIAL COVENANTS 	67
	 	 
	Section 6.1	 	Minimum Net Revenue	67
	Section 6.2	 	Evidence of Compliance	67



 






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	Article 7 - CONDITIONS 	67
	 	 
	Section 7.1	 	Conditions to Closing	67
	Section 7.2	 	Conditions to Each Loan	67
	Section 7.3	 	Searches	68
	Section 7.4	 	Post-Closing Requirements	68
	 	 	 	 
	Article 8 – REserved 	69
	 	 
	Article 9 - SECURITY AGREEMENT 	69
	 	 
	Section 9.1	 	Generally	69
	Section 9.2	 	Representations and Warranties and Covenants Relating to Collateral	69
	 	 	 	 
	Article 10 - EVENTS OF DEFAULT 	72
	 	 
	Section 10.1	 	Events of Default	72
	Section 10.2	 	Acceleration and Suspension or Termination of Term Loan Commitment	75
	Section 10.3	 	UCC Remedies	75
	Section 10.4	 	Protective Payments	77
	Section 10.5	 	Default Rate of Interest	77
	Section 10.6	 	Setoff Rights	77
	Section 10.7	 	Application of Proceeds	78
	Section 10.8	 	Waivers.	78
	Section 10.9	 	Injunctive Relief	80
	Section 10.10	 	Marshalling; Payments Set Aside	80
	 	 	 	 
	Article 11 - AGENT 	80
	 	 
	Section 11.1	 	Appointment and Authorization	80
	Section 11.2	 	Agent and Affiliates	81
	Section 11.3	 	Action by Agent	81
	Section 11.4	 	Consultation with Experts	81
	Section 11.5	 	Liability of Agent	81
	Section 11.6	 	Indemnification	81
	Section 11.7	 	Right to Request and Act on Instructions	82
	Section 11.8	 	Credit Decision	82
	Section 11.9	 	Collateral Matters	82
	Section 11.10	 	Agency for Perfection	82
	Section 11.11	 	Notice of Default	82
	Section 11.12	 	Assignment by Agent; Resignation of Agent; Successor Agent.	83
	Section 11.13	 	Payment and Sharing of Payment.	83
	Section 11.14	 	Right to Perform, Preserve and Protect	84
	Section 11.15	 	Additional Titled Agents	85
	Section 11.16	 	Amendments and Waivers	85
	Section 11.17	 	Assignments and Participations	86
	Section 11.18	 	Funding and Settlement Provisions Applicable When Non-Funding Lenders Exist	89
	 	 	 	 
	Article 12 - MISCELLANEOUS 	89
	 	 
	Section 12.1	 	Survival	89
	Section 12.2	 	No Waivers	89
	Section 12.3	 	Notices	90



 






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	Section 12.4	 	Severability	91
	Section 12.5	 	Headings	91
	Section 12.6	 	Confidentiality	91
	Section 12.7	 	Waiver of Consequential and Other Damages	91
	Section 12.8	 	GOVERNING LAW; SUBMISSION TO JURISDICTION	92
	Section 12.9	 	WAIVER OF JURY TRIAL	92
	Section 12.10	 	Publication; Advertisement	92
	Section 12.11	 	Counterparts; Integration	93
	Section 12.12	 	No Strict Construction	93
	Section 12.13	 	Lender Approvals	93
	Section 12.14	 	Expenses; Indemnity	94
	Section 12.15	 	Reserved	95
	Section 12.16	 	Reinstatement	95
	Section 12.17	 	Successors and Assigns	95
	Section 12.18	 	USA PATRIOT Act Notification	95
	Section 12.19	 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	95
	Section 12.20	 	Erroneous Payments	96
	Section 12.21	 	Benchmark Replacement Setting; Conforming Changes	98


 






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CREDIT
AND SECURITY AGREEMENT


 


This
CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time,
the “Agreement”) is dated as of May 26, 2022 by and among TELA BIO, INC.,
a Delaware corporation (“TELA Bio”) and any additional borrower that may hereafter be added to this Agreement (each,
individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their
successors and permitted assigns, the “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as Agent,
and the financial institutions or other entities from time to time parties hereto, each as a Lender.


 


RECITALS


 


Borrowers have requested that
Lenders make available to Borrowers the financing facilities as described herein. Lenders are willing to extend such credit to Borrowers
under the terms and conditions herein set forth.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Borrowers, Lenders
and Agent agree as follows:


 


Article 1
- DEFINITIONS


 


Section 1.1     Certain
Defined Terms. The following terms have the following meanings:


 


“Acceleration Event”
means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion of the Obligations to be
immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a), and in respect of which Agent has
suspended or terminated the Term Loan Commitment pursuant to Section 10.2, and/or (c) pursuant to either Section 10.1(e) and/or
Section 10.1(f).


 


“Account Debtor”
means “account debtor”, as defined in Article 9 of the UCC, and any other obligor in respect of an Account.


 


“Accounts”
means, collectively, (a) any right to payment of a monetary obligation, whether or not earned by performance, (b) without duplication,
any “account” (as defined in the UCC), any accounts receivable (whether in the form of payments for services rendered or goods
sold, rents, license fees or otherwise), any “health-care-insurance receivables” (as defined in the UCC), any “payment
intangibles” (as defined in the UCC) and all other rights to payment and/or reimbursement of every kind and description, whether
or not earned by performance, (c) all accounts, “general intangibles” (as defined in the UCC), Intellectual Property,
rights, remedies, Guarantees, “supporting obligations” (as defined in the UCC), “letter-of-credit rights” (as
defined in the UCC) and security interests in respect of the foregoing, all rights of enforcement and collection, all books and records
evidencing or related to the foregoing, and all rights under the Financing Documents in respect of the foregoing, (d) all information
and data compiled or derived by any Borrower or to which any Borrower is entitled in respect of or related to the foregoing, and (e) all
Proceeds of any of the foregoing.


 






     

     


    

 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
(including through licensing) of all or substantially all of the assets of a Person, or of any business, line of business or division
or other unit of operation of a Person, (b) the acquisition of fifty percent (50%) or more of the Equity Interests of any Person,
whether or not involving a merger or consolidation with such other Person, or otherwise causing any Person to become a Subsidiary of a
Credit Party, (c) any merger or consolidation or any other combination with another Person or (d) the acquisition (including
through licensing) of any Product, Product line or Intellectual Property of or from any other Person (but in each case excluding in-bound
licenses of, and purchases of, over-the-counter and other software that is commercially available to the public and open source licenses
in the Ordinary Course of Business) or any assets constituting a business unit, line of business or division of such other Person.


 


“Acquisition
Net Equity Proceeds” means unrestricted cash proceeds, net of underwriting discounts and commissions and other fees, costs and
expenses associated therewith (including legal fees and expenses), received by Borrower from the issuance of TELA Bio, Inc.’s
Equity Interests (other than Disqualified Equity Interests), to the extent such Equity Interests were issued for purposes of raising
funds to consummate a Permitted Acquisition.


 


“Additional Titled
Agents” has the meaning set forth in Section 11.15.


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate”
means, with respect to any Person, (a) any Person that directly or indirectly controls such Person, (b) any Person which is
controlled by or is under common control with such controlling Person, and (c) solely for purposes of Section 5.8, each of such
Person’s (other than, with respect to any Lender, any Lender’s) officers or directors (or Persons functioning in substantially
similar roles). As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of
the power to vote ten percent (10%) or more of any class of voting securities of such Person or to direct or cause the direction of the
management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Agent”
means MCF, in its capacity as administrative agent for itself and for Lenders hereunder, as such capacity is established in, and subject
to the provisions of, Article 11, and the successors and assigns of MCF in such capacity.


 


“Anti-Terrorism Laws”
means any Laws relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224 (effective September 24,
2001), the USA PATRIOT Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws or
general or specific licenses administered by OFAC.


 


“Applicable Margin”
means six and one quarter percent (6.25%).


 


“Approved Fund”
means any (a) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business, or (b) any
Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (a) and
that, with respect to each of the preceding clauses (a) and (b), is administered or managed by (i) a Lender, (ii) an
Affiliate of a Lender, or (iii) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person)
that administers or manages a Lender.


 


“Aroa Agreement”
means that certain Second Amended and Restated License, Product Development and Supply Umbrella Agreement, dated as of July 16, 2015
by and between Aroa Biosurgery Limited and TELA Bio as amended, restated or otherwise modified from time to time prior to the date of
this Agreement or hereafter in accordance with the terms of this Agreement.


 






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“Asset Disposition”
means any sale, lease, license, transfer, assignment or other consensual disposition by any Credit Party or any Subsidiary thereof of
any asset.


 


“Assignment Agreement”
means an assignment agreement in form and substance acceptable to Agent.


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any
liability of an Affected Financial Institution.


 


“Bail-In
Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU
of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such
EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United
Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable
in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (other than through liquidation, administration or other insolvency proceedings).


 


“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy”, as the same may be amended, modified or supplemented
from time to time, and any successor statute thereto.


 


“Base Rate”
means a per annum rate of interest equal to the greater of (a) one percent (1.00%) per annum
and (b) a per annum rate of interest equal to the rate of interest announced, from time to time, within Wells Fargo Bank,
National Association (“Wells Fargo”) at its principal office in San Francisco as its “prime rate,” with
the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates)
and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced
by the recording thereof after its announcement in such internal publications as Wells Fargo may designate; provided, however,
that Agent may, upon prior written notice to and consultation with Borrower Representative, choose a reasonably comparable index or source
to use as the basis for the Base Rate.


 


“Base Rate Loan”
means a Loan that bears interest at a rate based on the Base Rate.


 


“Blocked Person”
means any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) owned
or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions
of, Executive Order No. 13224, (c) with which any Lender is prohibited from dealing or otherwise engaging in any transaction
by any Anti-Terrorism Law, (d) that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive
Order No. 13224, or (e) that is named a “specially designated national” or “blocked person” on the most
current list published by OFAC or other similar list or is named as a “listed person” or “listed entity” on other
lists made under any Anti-Terrorism Law.


 


“Borrower”
and “Borrowers” has the meaning set forth in the introductory paragraph hereto.


 


“Borrower Representative”
means TELA Bio, in its capacity as Borrower Representative pursuant to the provisions of Section 2.9, or any successor Borrower Representative
selected by Borrowers and approved by Agent.


 


“Borrower Unrestricted
Cash” means, as of any date of determination, unrestricted cash and Cash Equivalents of the Borrowers that (a) are held
in the name of a Borrower in a Deposit Account or Securities Account located in the United States that is subject to a Deposit Account
Control Agreement or Securities Account Control Agreement, as applicable, in favor of Agent, (b) are not subject to any Lien (other
than Permitted Liens), and (c) are not funds for the payment of a drawn or committed but unpaid draft, ACH or EFT transaction as
of the applicable date of determination.


 






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“Business Day”
means any day except a Saturday, Sunday or other day on which either the New York Stock Exchange is closed, or on which commercial banks
in Washington, D.C., and New York City, New York are authorized by law to close; provided,
however, that when used in the context of a SOFR Loan, the term “Business Day” shall also exclude any day that is not
also a SOFR Business Day.


 


“Capital
Lease” of any Person means any lease of any property by such Person as lessee which would, in accordance with GAAP, be required
to be accounted for as a finance lease on the balance sheet of such Person.


 


“Cash Equivalents”
means any Investment in (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the US is pledged in support thereof) having maturities of not more than one
(1) year from the date of acquisition by such Person, (b) Dollar-denominated time deposits and certificates of deposit with
a duration of not more than one (1) year issued or accepted by any commercial bank having, or which is the principal banking subsidiary
of a bank holding company organized under the laws of the United States, any state thereof, or the District of Columbia having capital,
surplus and undivided profits aggregating in excess of $500,000,000, (c) repurchase obligations with a term of not more than ninety
(90) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications
specified in subsection (b) above, (d) commercial paper issued by any issuer rated at least A-1 by Standard & Poor’s
Corporation or at least P-1 by Moody’s Investors Service, Inc., and in each case maturing not more than one (1) year after
the date of acquisition by such Person or (e) money market or mutual fund which invests only in the foregoing types of Investments,
has portfolio assets in excess of $500,000,000, complies with the criteria set forth in Securities and Exchange Commission Rule 2a-7
under the Investment Company Act, and has the highest rating obtainable from either Standard & Poor’s Corporation or Moody’s
Investors Service, Inc.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. § 9601 et seq., as
the same may be amended from time to time.


 


“CFC”
means any “controlled foreign corporation” within the meaning of Section 957 of the Code.


 


“Change
in Control” means any event, transaction, series of related transactions or occurrence as a result of which: (a) any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has
the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)),
directly or indirectly, of fifty percent (50%) or more of the combined voting power of all voting stock of TELA Bio on a fully-diluted
basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);
(b) during any period of twelve consecutive calendar months, individuals who at the beginning of such period constituted the board
of directors or board of managers or similar governing Person(s) of each Borrower (together with any new directors or managers whose
election by the board of directors or board of managers or similar governing Person(s) of each Borrower was approved by a vote of
not less than two-thirds of the directors or managers then still in office who either were directors or managers at the beginning of such
period or whose election or nomination for election was previously so approved) cease for any reason other than death or disability to
constitute a majority of the directors or managers then in office; (c) any Credit Party ceases to own and control, directly or indirectly,
all of the economic and voting rights associated with the outstanding securities of each of its Subsidiaries (with the exception of any
Subsidiaries permitted to be dissolved, merged or otherwise disposed of to the extent otherwise permitted by this Agreement); or (d) the
occurrence of any “Change of Control”, “Change in Control”, or terms of similar import under any document or instrument
governing or relating to Debt of or equity in such Person. As used herein, “beneficial ownership” shall have the meaning provided
in Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934.


 






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“Closing Date”
means the date of this Agreement.


 


“CMS” means
the federal Centers for Medicare and Medicaid Services (formerly the federal Health Care Financing Administration), and any successor
Governmental Authority.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, any successor statutes thereto, and applicable U.S. Department
of Treasury regulations issued pursuant thereto in temporary or final form.


 


“Collateral”
means all property, other than Excluded Property, now existing or hereafter acquired, mortgaged or pledged to, or purported to be subjected
to a Lien in favor of, Agent, for the benefit of Agent and Lenders, pursuant to this Agreement and the Security Documents, including,
without limitation, all of the property described in Schedule 9.1 hereto.


 


“Commitment Annex”
means Annex A to this Agreement.


 


“Compliance Certificate”
means a certificate, duly executed by a Responsible Officer of Borrower Representative, appropriately completed and substantially in the
form of Exhibit B hereto.


 


“Conforming Changes”
means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark
Replacement (as defined in Section 12.21), any technical, administrative or operational changes (including (a) changes to the
definition of “Base Rate”, “Business Day”, “Interest Period”, “Reference Time” or other
definitions, (b) the addition of concepts such as “interest period”, (c) changes to timing and/or frequency of determining
rates, making interest payments, giving borrowing requests, prepayment, conversion or continuation notices, or length of lookback periods,
(d) the applicability of Section 2.8 (Taxes; Capital Adequacy; Increased Costs; Inability to Determine Rates; Illegality) and
(e) other technical, administrative or operational matters) that Agent decides may be appropriate to reflect the adoption and implementation
of Term SOFR or such Benchmark Replacement and to permit the administration thereof by Agent in a manner substantially consistent with
market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or determines
that no such market practice exists, in such other manner as Agent decides is reasonably necessary in connection with the administration
of this Agreement and the other Financing Documents).


 


“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.


 


“Consolidated Subsidiary”
means, at any date, any Subsidiary the accounts of which would be consolidated with those of TELA Bio (or any other Person, as the context
may require hereunder) in its consolidated financial statements if such statements were prepared as of such date.


 






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“Contingent
Obligation” means, with respect to any Person, any direct or indirect liability of such Person: (a) with respect
to any Debt of another Person (a “Third Party Obligation”) if the purpose or intent of such Person incurring such liability,
or the effect thereof, is to provide assurance to the obligee of such Third Party Obligation that such Third Party Obligation will be
paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Third Party Obligation will
be protected, in whole or in part, against loss with respect thereto; (b) with respect to any undrawn portion of any letter of credit
issued for the account of such Person or as to which such Person is otherwise liable for the reimbursement of any drawing; (c) under
any Swap Contract, to the extent not yet due and payable; (d) to make take-or-pay or similar payments if required regardless of nonperformance
by any other party or parties to an agreement; or (e) for any obligations of another Person pursuant to any Guarantee or pursuant
to any agreement to purchase, repurchase or otherwise acquire any obligation or any property constituting security therefor, to provide
funds for the payment or discharge of such obligation or to preserve the solvency, financial condition or level of income of another Person.
The amount of any Contingent Obligation shall be equal to the amount of the obligation so Guaranteed or otherwise supported or, if not
a fixed and determinable amount, the maximum amount so Guaranteed or otherwise supported.


 


“Controlled Group”
means all members of a group of corporations and all members of a group of trades or businesses (whether or not incorporated) under common
control which, together with the Credit Parties, are treated as a single employer under Section 414(b), (c), (m) or (o) of
the Code or Section 4001(b) of ERISA and, solely for purposes of Section 412 and 436 of the Code, Section 414(m) or
(o) of the Code.


 


“Correction”
means repair, modification, adjustment, relabeling, destruction or inspection (including patient monitoring) of a product without its
physical removal to some other location.


 


“Credit
Card Cash Collateral Account” means, collectively, each segregated Deposit Account from time to time identified to Agent in
writing established by Borrower for the sole purpose of securing Borrower’s obligations under clause (l) of the definition
Permitted Debt and containing only such cash or Cash Equivalents that have been required to be pledged to secure such obligations of Borrower;
provided, that the aggregate amount of cash or Cash Equivalents deposited in all such Credit Card Cash Collateral Account(s) does
not, at any time, exceed $500,000 in the aggregate.


 


“Credit
Party” means each Borrower and each Guarantor and “Credit Parties” means all such Persons, collectively;
provided, however, that in no event shall a Restricted Foreign Subsidiary
be a “Credit Party” for purposes of this Agreement or the other Financing Documents.


 


“DEA” means
the Drug Enforcement Administration of the United States of America, any comparable state or local Governmental Authority, any comparable
Governmental Authority in any non-United States jurisdiction, and any successor agency of any of the foregoing.


 


“Debt”
of a Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the
deferred purchase price of property or services, except trade accounts payable arising and paid on a timely basis and in the Ordinary
Course of Business, (d) all Capital Leases of such Person, (e) all non-contingent obligations of such Person to reimburse any
bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument, (f) all
Disqualified Equity Interests, (g) all obligations secured by a Lien on any asset of such Person, whether or not such obligation
is otherwise an obligation of such Person, (h) “earnouts”, purchase price adjustments, profit sharing arrangements, deferred
purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase
and sale contracts, (i) all Debt of others Guaranteed by such Person, (j) all monetary obligations under any synthetic lease,
tax ownership/operating lease, off-balance sheet financing or similar financing, (k) Pension Plan or Multiemployer Plan liabilities
of such Person, and (l) obligations in respect of litigation settlement agreements or similar arrangements. Without duplication of
any of the foregoing, Debt of Borrowers shall include any and all Loans.


 






    	 	6	 



     


    

 


“Default”
means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of
Default.


 


“Defaulted Lender”
means, so long as such failure shall remain in existence and uncured, any Lender which shall have failed to make any Loan or other credit
accommodation, disbursement, settlement or reimbursement required pursuant to the terms of any Financing Document.


 


“Defined
Period” means for any given calendar quarter or date of determination, the immediately preceding four (4) quarter
period ending on the last day of such calendar quarter or if such date of determination is not the last day of a calendar quarter, the
four (4) quarter period most recently preceding any such date of determination.


 


“Deposit Account”
means a “deposit account” (as defined in Article 9 of the UCC), an investment account, or other account in which funds
are held or invested for credit to or for the benefit of any Borrower.


 


“Deposit Account
Control Agreement” means an agreement, in form and substance reasonably satisfactory to Agent, among Agent, any Credit Party
and each financial institution in which such Credit Party maintains a Deposit Account (which is not an Excluded Account), which agreement
provides that such financial institution shall comply with instructions originated by Agent directing disposition of the funds in
such Deposit Account without further consent by the applicable Credit Party.


 


“Disqualified Equity
Interests” means, with respect to any Person, any Equity Interest in such Person that, within less than 91 days after the Maturity
Date, either by its terms (or by the terms of any security or any other Equity Interests into which it is convertible or for which it
is exchangeable) or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for
Permitted Debt or other Equity Interests in such Person or of TELA Bio that do not constitute Disqualified Equity Interests and cash in
lieu of fractional shares of such Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the
option of the holder thereof, in whole or in part (other than solely for Permitted Debt or other Equity Interests in such Person or of
TELA Bio that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), (c) provides
for the scheduled payments of dividends or distributions in cash, or (d) is or becomes convertible into or exchangeable for Debt
(other than Permitted Debt) or any other Equity Interest that would constitute Disqualified Equity Interests.


 


“Distribution”
means as to any Person (other than reasonable and customary director, officer and employee compensation (including bonuses) and other
benefits (including retirement, health, equity-based compensation and other benefit plans and indemnification arrangements approved by
the relevant board of directors, board managers or equivalent corporate body (or a duly authorized committee or delegate thereof) in the
Ordinary Course of Business)) (a) any dividend or other distribution or payment (whether in cash, securities or other property) on,
or in respect of, any Equity Interest in such Person (except those payable solely in its Equity Interests other than Disqualified Equity
Interests), (b) any payment by such Person on account of (i) the purchase, redemption, retirement, defeasance, surrender, cancellation,
termination or acquisition of any Equity Interests in such Person or any claim respecting the purchase or sale of any Equity Interest
in such Person, or (ii) any option, warrant or other right to acquire any Equity Interests in such Person, (c) any management
fees, salaries or other fees or compensation to any Person holding an Equity Interest in a Borrower or a Subsidiary of a Borrower, (d) any
lease or rental payments to an Affiliate or Subsidiary of a Borrower, or (e) repayments of or debt service on loans or other indebtedness
(other than conversion to Equity Interests other than Disqualified Equity Interests) held by an Affiliate of a Borrower (other than any
Credit Party) unless permitted under and made pursuant to a Subordination Agreement applicable to such loans or other indebtedness.


 






    	 	7	 



     


    

 


“Dollars”
or “$” means the lawful currency of the United States of America.


 


“Drug Application”
means a new drug application, an abbreviated drug application, or a product license application for any material Product, as appropriate,
as those terms are defined in the FDCA.


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of
an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Eligible Assignee”
means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural
person) approved by Agent; provided, however, that notwithstanding the foregoing, (x) so long as no Event of Default has occurred
and is continuing, “Eligible Assignee” shall not include any Borrower or any of a Borrower’s Subsidiaries, and (y) no
proposed assignee intending to assume any unfunded portion of the Term Loan Commitment shall be an Eligible Assignee unless such proposed
assignee either already holds a portion of such Term Loan Commitment, or has been approved as an Eligible Assignee by Agent.


 


“Environmental Laws”
means any present and future federal, state and local laws, statutes, ordinances, rules, regulations, standards, policies and other governmental
directives or requirements, as well as common law, pertaining to the environment, natural resources, pollution, health (including any
environmental clean-up statutes and all regulations adopted by any local, state, federal or other Governmental Authority, and any statute,
ordinance, code, order, decree, law rule or regulation all of which pertain to or impose liability or standards of conduct concerning
medical waste or medical products, equipment or supplies), safety or clean-up that apply to any Credit Party and relate to Hazardous Materials,
including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601
et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.), the Federal Water Pollution
Control Act (33 U.S.C. § 1251 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.),
the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136
et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Occupational Safety
and Health Act (29 U.S.C. § 651 et seq.), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. § 4851 et
seq.), any analogous state or local laws, any amendments thereto, and the regulations promulgated pursuant to said laws, together
with all amendments from time to time to any of the foregoing and judicial interpretations thereof.


 






    	 	8	 



     


    

 


“Equity
Interests” means, with respect to any Person, all shares of capital stock, partnership interests, membership interests in a
limited liability company or other ownership in participation or equivalent interests (however designated, whether voting or non-voting)
of such Person’s equity capital (including any warrants, options or other purchase rights with respect to the foregoing), whether
now outstanding or issued after the Closing Date.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as the same may be amended, modified or supplemented from time to time, and
any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.


 


“ERISA Plan”
means any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA (other than a Multiemployer
Plan), which any Borrower maintains, sponsors or contributes to, or, in the case of an employee benefit plan which is subject to Section 412
of the Code or Title IV of ERISA, to which any Borrower or any member of the Controlled Group may have any liability, including any
liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding
five (5) years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.


 


“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in
effect from time to time.


 


“Event of Default”
has the meaning set forth in Section 10.1.


 


“Excluded Accounts”
means (a) segregated Deposit Accounts into which there is deposited no funds other than those intended solely to cover wages and
payroll (including, but not limited to, bonuses, commissions and severance payments) for employees of a Credit Party (and related contributions
to be made on behalf of such employees to health and benefit plans) plus balances for outstanding checks for wages and payroll from prior
periods, (b) segregated Deposit Accounts constituting employee withholding accounts and contain only funds deducted from pay otherwise
due to employees for services rendered to be applied toward the tax obligations of such employees, (c) segregated Deposit Accounts
constituting trust, fiduciary and escrow accounts in which there is not maintained at any point in time funds on deposit greater than
$250,000 in the aggregate for all such accounts, (d) segregated Deposit Accounts or Securities Accounts constituting Credit Card
Cash Collateral Accounts or L/C Cash Collateral Accounts; provided that the accounts described in clauses (a) through (d) above
shall be used solely for the purposes described in such clauses.


 


“Excluded Perfection
Assets” means, collectively:


 


(a)            Excluded
Accounts;


 


(b)            letter-of-credit
rights with an aggregate value of less than $250,000 (other than to the extent a security interest therein can be perfected by the filing
of a financing statement under the UCC);


 


(c)            commercial
tort claims where the amount of damages claimed by the applicable Credit Party is less than $250,000 in the aggregate for all such commercial
tort claims;


 


(d)            Electronic
Chattel Paper or tangible Chattel Paper, in each case, with a value of less than $100,000 individually or $250,000 in the aggregate (other
than to the extent consisting of a supporting obligation or that can be perfected by the filing of a UCC financing statement);


 






    	 	9	 



     


    

 


(e)            any
promissory note or any other Instrument or Document with a value of less than $100,000 individually or $250,000 in the aggregate (other
than to the extent that can be perfected by the filing of a UCC financing statement);
and


 


(f)            motor
vehicles, aircraft and other assets subject to certificates of title with an aggregate net book value (as reasonably determined by the
Borrowers) of less than $250,000 (other than to the extent a security interest thereon can be perfected by the filing of a financing statement
under the UCC).


 


“Excluded Property”
means, collectively:


 


(a)            any
lease, license, contract, permit, letter of credit, purchase money arrangement, instrument or agreement to which any Credit Party is a
party or any of its rights or interests thereunder if and to the extent that the grant of such security interest shall constitute a result
in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Credit Party therein or (ii) result
in a breach or termination pursuant to the terms of, or default under, any such lease, license, contract, permit, letter of credit, purchase
money arrangement, instrument or agreement;


 


(b)            any
governmental licenses or state or local franchises, charters and authorizations, to the extent that Agent may not validly possess a security
interest in any such license, franchise, charter or authorization under applicable Law;


 


(c)            any
 “intent-to-use” trademarks or service mark applications for which an amendment to allege use or statement of use has not been
filed under 15 U.S.C. § 1051 Section 1(c) or Section 1(d), respectively or if filed, has not been deemed in conformance
with 15 U.S.C. § 1051(a) or examined and accepted, respectively by the United States Patent and Trademark Office;


 


(d)            Equity
Interests in excess of 65% of the voting Equity Interests of each Subsidiary (other than any Subsidiary that is or is required to become
a Credit Party pursuant to Section 4.11(e)) that is (A) a wholly owned Subsidiary that is a CFC or (B) a FSHCO, in each
case, to the extent that the grant of a security interest in excess of such percentage to secure the Obligations would cause material
adverse tax consequences for a Borrower under the Code; provided that immediately upon any amendment of the Code that would allow
the pledge of a greater percentage of such voting stock without material adverse tax consequences to such Borrower, “Collateral”
shall automatically and without further action required by, and without notice
to, any Person include such greater percentage of voting stock of such Subsidiary from that time forward; and


 


(e)            any
equipment which is subject to a purchase money Lien or Capital Lease permitted hereunder and the proceeds thereof to the extent the granting
of a security interest in such asset is prohibited pursuant to the terms of the contract governing such purchase money Lien or Capital
Lease;


 


provided
that (x) any such limitation described in the foregoing clauses (a) and (b) on the security interests granted hereunder
shall apply only to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable
Law (including Sections 9-406, 9-407 and 9-408 of the UCC) or principles of equity, (y) in the event of the termination or elimination
of any such prohibition or the requirement for any consent contained in such contract, agreement, permit, lease or license or in any applicable
Law, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving
or terminating any requirement for such consent, a security interest in such contract, agreement, permit, lease, license, franchise, authorization
or asset shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, and (z) all rights
to payment of money due or to become due pursuant to, and all products Proceeds (and rights to the Proceeds) from the sale of, any Excluded
Property shall be and at all times remain subject to the security interests created by this Agreement (unless such Proceeds would independently
constitute Excluded Property).


 






    	 	10	 



     


    

 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to Agent, any Lender or any other recipient of any payment to be made by or
on behalf of any obligation of Credit Parties hereunder or the Obligations or required to be withheld or deducted from a payment to Agent,
such Lender or such recipient (including any interest and penalties thereon): (a) Taxes to the extent imposed on or measured by Agent’s,
any Lender’s or such recipient’s net income (however denominated), branch profits Taxes, and franchise Taxes and similar Taxes,
in each case, (i) imposed by the jurisdiction (or any political subdivision thereof) under which Agent, such Lender or such recipient
is organized, has its principal office (or applicable lending office) or conducts business with respect to entering into any of the Financing
Documents or taking any action thereunder or (ii) that are Other Connection Taxes; (b) in the case of a Lender, United States
withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Loans
pursuant to a Law in effect on the date on which (i) such Lender becomes a party to this Agreement other than as a result of an assignment
requested by a Credit Party under Section 11.17(c) hereof or (ii) such Lender changes its lending office for funding its
Loan, except in each case to the extent that, pursuant to Section 2.8, amounts with respect to such Taxes were payable either to
such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Term Loan Commitment or to such
Lender immediately before it changed its lending office; (c) Taxes attributable to such Agent’s, Lender’s or any other
recipient’s failure to comply with Section 2.8(c); and (d) any withholding taxes imposed in respect of a Lender under
FATCA.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections
of the Code.


 


“FDA” means
the Food and Drug Administration of the United States of America, any comparable state or local Governmental Authority, any comparable
Governmental Authority in any non-United States jurisdiction, and any successor agency of any of the foregoing.


 


“FDCA”
means the Federal Food, Drug and Cosmetic Act, as amended, 21 U.S.C. Section 301 et seq., and all regulations promulgated thereunder.


 


“Federal Funds Rate”
means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal
to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided, however, that (a) if such day
is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day,
and (b) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average
rate quoted to Agent on such day on such transactions as determined by Agent.


 


“Fee Letter”
means each agreement between Agent and Borrower relating to fees payable to Agent and/or Lenders in connection with this Agreement.


 






    	 	11	 



     


    

 


“Financing Documents”
means this Agreement, any Notes, the Security Documents, each Fee Letter, each subordination or intercreditor agreement pursuant to which
any Debt and/or any Liens securing such Debt is subordinated to all or any portion of the Obligations and all other documents, instruments
and agreements related to the Obligations and heretofore executed, executed concurrently herewith or executed at any time and from time
to time hereafter, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.


 


“Floor”
means the rate per annum of interest equal to 1.00%.


 


“Foreign Guarantor”
means each Guarantor not organized under the laws of the United States, any state thereof or the District of Columbia that becomes a Credit
Party pursuant to Section 4.11(d) or (e) following the Closing Date.


 


“Foreign Lender”
has the meaning set forth in Section 2.8(c)(i).


 


“FSHCO”
means any wholly owned Subsidiary that has no material assets other than Equity Interests and, if applicable, indebtedness of one or more
Subsidiaries that are CFCs.


 


“GAAP”
means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board (or agencies with similar functions of comparable stature and authority within the United States accounting profession), which are
applicable to the circumstances as of the date of determination.


 


“General Intangible”
means any “general intangible” as defined in Article 9 of the UCC, and any personal property, including things in action,
other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit
rights, letters of credit, money, and oil, gas or other minerals before extraction, but including payment intangibles and software.


 


“Good Manufacturing
Practices” means current good manufacturing practices, as set forth in 21 C.F.R. Parts 210 and 211.


 


“Governmental Authority”
means any nation or government, any state, local or other political subdivision thereof, and any agency, department or Person exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other Person
owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, whether domestic or foreign.


 


“Guarantee”
by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation
of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise,
of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether
arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement conditions or otherwise), or (b) entered into for the purpose of assuring in any other manner
the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole
or in part), provided, however, that the term Guarantee shall not include endorsements for collection or deposit in the
Ordinary Course of Business. The term “Guarantee” used as a verb has a corresponding meaning.


 






    	 	12	 



     


    

 


“Guarantor”
means each Credit Party that has executed or delivered, or shall in the future execute or deliver, any Guarantee of any portion of the
Obligations.


 


“Hazardous Materials”
means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives, flammable materials;
radioactive materials; polychlorinated biphenyls and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing
materials; underground or above-ground storage tanks, whether empty or containing any substance; any substance the presence of which is
prohibited by any Environmental Laws; toxic mold, any substance that requires special handling; and any other material or substance now
or in the future defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic
substance,” “toxic pollutant,” “contaminant,” “pollutant” or other words of similar import within
the meaning of any Environmental Law, including: (a) any “hazardous substance” defined as such in (or for purposes of)
CERCLA, or any so-called “superfund” or “superlien” Law, including the judicial interpretation thereof; (b) any
 “pollutant or contaminant” as defined in 42 U.S.C.A. § 9601(33); (c) any material now defined as “hazardous
waste” pursuant to 40 C.F.R. Part 260; (d) any petroleum or petroleum by-products, including crude oil or any fraction
thereof; (e) natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel; (f) any “hazardous
chemical” as defined pursuant to 29 C.F.R. Part 1910; (g) any toxic or harmful substances, wastes, materials, pollutants
or contaminants (including, without limitation, asbestos, polychlorinated biphenyls (“PCB’s”), flammable explosives,
radioactive materials, infectious substances, materials containing lead-based paint or raw materials which include hazardous constituents);
and (h) any other toxic substance or contaminant that is subject to any Environmental Laws or other past or present requirement of
any Governmental Authority.


 


“Hazardous Materials
Contamination” means contamination (whether now existing or hereafter occurring) of the improvements, buildings, facilities,
personalty, soil, groundwater, air or other elements on or of the relevant property by Hazardous Materials, or any derivatives thereof,
or on or of any other property as a result of Hazardous Materials, or any derivatives thereof, generated on, emanating from or disposed
of in connection with the relevant property.


 


“Healthcare Laws”
means all applicable Laws relating to the procurement, development, provision, clinical and non-clinical evaluation or investigation,
product approval or clearance, manufacture, production, analysis, distribution, dispensing, importation, exportation, use, handling, quality,
reimbursement, sale, labeling, advertising, promotion, or postmarket requirements of any drug, medical device, or other product (including,
without limitation, any ingredient or component of, or accessory to, the foregoing products) subject to regulation under the Federal Food,
Drug, and Cosmetic Act (21 U.S.C. et seq.), and similar state or foreign laws, controlled substances laws, pharmacy laws, consumer product
safety laws, Medicare, Medicaid, TRICARE, and all laws, policies, procedures, requirements and regulations pursuant to which Regulatory
Required Permits are issued, in each case, as the same may be amended from time to time.


 


“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
Borrowers or any other Credit Party under any Financing Documents and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Instrument”
means “instrument”, as defined in Article 9 of the UCC.


 


“Intellectual Property”
means all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative
work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations,
renewals, reissues, extensions, and continuations-in-part of the same, trademarks, trade names, service marks, mask works, rights of use
of any name, domain names, or any other similar rights, any applications therefor, whether registered or not, know-how, operating manuals,
trade secret rights, clinical and non-clinical data, rights to unpatented inventions, and any claims for damage by way of any past, present,
or future infringement of any of the foregoing.


 






    	 	13	 



     


    

 


“Interest Period”
means any period commencing on the first day of a calendar month and ending on the last day of such calendar month.


 


“Inventory”
means “inventory” as defined in Article 9 of the UCC.


 


“Investment”
means, with respect to any Person, directly or indirectly, (a) to purchase or acquire any stock or stock equivalents, or any obligations
or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, (b) to make or commit
to make any acquisition (including through licensing) of (i) of all or substantially all of the assets of another Person, or (ii) any
business, Product, business line or product line, division or other unit operation of any Person or any Intellectual Property of any Person,
or (c) make, purchase or hold any advance, loan, extension of credit or capital contribution to or in, or any other investment in,
any Person. The amount of any Investment shall be the original cost of such Investment plus the
cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with
respect thereto.


 


“IRS” has
the meaning set forth in Section 2.8(c)(i).


 


“Joinder Requirements”
has the meaning set forth in Section 4.11(d).


 


“Laws”
means any and all federal, state, provincial, territorial, local and foreign statutes, laws, judicial decisions, regulations, ordinances,
rules, judgments, orders, decrees, codes, injunctions, permits, governmental agreements and governmental restrictions, whether now or
hereafter in effect, which are applicable to any Credit Party in any particular circumstance. “Laws” includes, without
limitation, Healthcare Laws and Environmental Laws.


 


“L/C
Cash Collateral Accounts” means, collectively, each segregated Deposit Account from time to time identified to Agent in writing
established by Borrower for the sole purpose of securing Borrower’s obligations under clause (h) of the definition Permitted
Contingent Obligations and containing only such cash or Cash Equivalents that have been required to be pledged to secure such obligations
of Borrower; provided, that the aggregate amount of cash or Cash Equivalents deposited in all such L/C Cash Collateral Accounts
does not, at any time, exceed $250,000 in the aggregate.


 


“Lender”
means each of (a) MCF, in its capacity as a lender hereunder, (b) each other Person party hereto in its capacity as a lender
hereunder, (c) each other Person that becomes a party hereto as Lender pursuant to Section 11.17, and (d) the respective
successors of all of the foregoing, and “Lenders” means all of the foregoing.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, in respect of such
asset. For the purposes of this Agreement and the other Financing Documents, any Borrower or any Subsidiary shall be deemed to own subject
to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement,
Capital Lease or other title retention agreement relating to such asset.


 


“Litigation”
means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.


 


“Loan Account”
has the meaning set forth in Section 2.6(b).


 






    	 	14	 



     


    

 


“Loan(s)”
means the Term Loan and each and every advance under the Term Loan. All references herein to the “making” of a Loan or words
of similar import mean, with respect to the Term Loan, the making of any advance in respect of a Term Loan.


 


“Margin
Stock” means “margin stock” as such term is defined in Regulation T, U, or X of the Board of Governors of the Federal
Reserve System.


 


“Market Withdrawal”
means a Person’s Removal or Correction of a distributed product which involves a minor violation that would not be subject to legal
action by the FDA or which involves no violation, e.g., normal stock rotation practices, routine equipment adjustments and repairs, etc.


 


“Material Adverse
Effect” means with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination
in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or
events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material
adverse effect upon, any of (a) the condition (financial or otherwise), operations, business, or properties of the Credit Parties,
(b) the rights and remedies of Agent or Lenders under the Financing Documents, or the ability of the Credit Parties to perform their
obligations under the Financing Documents, (c) the legality, validity or enforceability of any Financing Document, (d) the existence,
perfection or priority of any security interest granted in any Financing Document, (e) the value of any material Collateral, or (f) a
material impairment of the prospect of repayment of any portion of the Obligations.


 


“Material Contracts”
means (a) the agreements listed on Schedule 3.17, (b) the Aroa Agreement, and (c) each agreement or contract to
which a Credit Party is a party that it material with respect to the Credit Parties’ rights with respect to any Material Intangible
Assets, and (d) any agreement or contract to which such Credit Party or its Subsidiaries is a party the termination of which could
reasonably be expected to result in a Material Adverse Effect.


 


“Material Intangible
Assets” means all of (a) Borrower’s Intellectual Property and (b) license or sublicense agreements or other
agreements with respect to rights in Intellectual Property, in each case that are material to the financial condition, business or operations
of Borrower.


 


“Maturity Date”
means May 1, 2027.


 


“Maximum Lawful Rate”
has the meaning set forth in Section 2.7.


 


“MCF” means
MidCap Financial Trust, a Delaware statutory trust, and its successors and assigns.


 


“Medicaid”
means the medical assistance programs administered by state agencies and approved by CMS pursuant to the terms of Title XIX of the Social
Security Act, codified at 42 U.S.C. 1396 et seq.


 


“Medicare”
means the program of health benefits for the aged and disabled administered by CMS pursuant to the terms of Title XVIII of the Social
Security Act, codified at 42 U.S.C. 1395 et seq.


 


“Monthly Cash Burn
Amount” means, with respect to Borrowers and their Consolidated Subsidiaries, an amount equal to (a) the Borrowers’
and their Consolidated Subsidiaries change in cash and Cash Equivalents, without giving effect to any increase resulting from the proceeds
of financings, the sale or issuance of Equity Interests or any other extraordinary receipts, for either (i) the immediately preceding
six (6) month period as determined as of the last day of the month immediately preceding the proposed consummation of the applicable
Permitted Acquisition and based upon the financial statements delivered to Agent in accordance with this Agreement for such period, or
(ii) the immediately succeeding six (6) month period based upon the Transaction Projections delivered with respect to such proposed
Permitted Acquisition, using whichever calculation as between clause (i) and clause (ii) demonstrates a higher burn rate (or,
in other words, more cash used), in both cases, divided by (b) six (6).


 






    	 	15	 



     


    

 



 


“Multiemployer Plan”
means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any Borrower or any other member of the
Controlled Group (or any Person who in the last five years was a member of the Controlled Group) is making or accruing an obligation
to make contributions or has within the preceding five plan years (as determined on the applicable date of determination) made contributions.


 


“Net Revenue”
means, for any period, net revenue from commercial sales of Products ( including, but not limited to, Products, manufactured, sold, developed,
tested, marketed, distributed or otherwise commercialized by, or on behalf of, any Borrower or any of its Subsidiaries) as determined
in accordance with GAAP, but not including any Products that Borrowers or their Subsidiaries acquire by way of an Acquisition or through
licensing following the Closing Date. Net Revenue shall be determined in a manner consistent with the methodologies, practices and procedures
used in developing the Borrower’s audited financial statements.


 


“Notes”
has the meaning set forth in Section 2.3.


 


“Notice of
Borrowing” means a notice of a Responsible Officer of Borrower Representative, appropriately completed and substantially
in the form of Exhibit D hereto.


 


“Obligations”
means all obligations, liabilities and indebtedness (monetary (including, without limitation, the payment of interest and other amounts
arising after the commencement of any case with respect to any Credit Party under the Bankruptcy Code or any similar statute which would
accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part
in such case) or otherwise) of each Credit Party under this Agreement or any other Financing Document, in each case howsoever created,
arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due. Obligations
does not include obligations under any warrants issued to Agent or a Lender.


 


“OFAC”
means the U.S. Department of Treasury Office of Foreign Assets Control.


 


“OFAC Lists”
means, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224,
66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to
any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.


 


“Ordinary Course
of Business” means, in respect of any transaction involving any Credit Party, the ordinary course of business of such Credit
Party, as conducted by such Credit Party in accordance with past practices.


 


“Organizational
Documents” means, with respect to any Person other than a natural person, the documents by which such Person was organized
(such as a certificate of incorporation, articles of incorporation, certificate of limited partnership or articles of organization, and
including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate
to the internal governance of such Person (such as by-laws, a partnership agreement or an operating agreement, joint venture agreement,
limited liability company agreement or members agreement), including any and all shareholder agreements or voting agreements relating
to the Equity Interests of such Person.


 






    	 	16	 



     


    

 


“Other Connection
Taxes” means Taxes imposed as a result of a present or former connection between Agent, any Lender or any other recipient of
any payment under any Financing Document and the jurisdiction imposing such tax (other than connections arising from Agent, such Lender
or any other recipient having executed, delivered, become a party to, performed its obligations under, received payments under, engaged
in any other transaction pursuant to or enforced any Financing Document, or sold or assigned an interest in any Loans or any Financing
Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Financing Document, except any such Taxes that are Other Connection Taxes imposed with respect
to an assignment (other than an assignment made pursuant to Section 11.7(c)).


 


“OviTex”
means the surgical mesh implant product manufactured, distributed, offered for sale or sold under the OviTex brand or any successor product
integrating biologic materials derived from ovine rumen with synthetic materials in an embroidered construction, as a surgical mesh to
reinforce and/or repair soft tissue where weakness exists, which indications for use include hernia repair, abdominal wall reconstruction,
plastic and reconstructive surgery, or such other indications as may be permitted under the Aroa Agreement.


 


“Participant Register”
has the meaning set forth in Section 11.17(a)(iii).


 


“Payment Account”
means the account specified on the signature pages hereof into which all payments by or on behalf of each Borrower to Agent under
the Financing Documents shall be made, or such other account as Agent shall from time to time specify by notice to Borrower Representative.


 


“Payment Recipient”
has the meaning specified therefor in Section 12.20 of this Agreement.


 


“Payroll Account
Post-Closing Period” has the meaning specified therefor in Schedule 7.4 of this Agreement.


 


“PBGC”
means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functions under ERISA.


 


“Pension Plan”
means any ERISA Plan that is subject to Section 412 of the Code or Title IV of ERISA.


 


“Perfection Certificate”
means the Perfection Certificate delivered to Agent as of the Closing Date, together with any amendments thereto required under this
Agreement.


 


“Permit”
means all licenses, certificates, accreditations, product clearances or approvals, provider numbers or provider authorizations, supplier
numbers, marketing authorizations, drug or device authorizations and approvals, other authorizations, franchises, qualifications, accreditations,
registrations, permits, consents and approvals of a Credit Party issued or required under Laws applicable to the business of Borrower
or any of its Subsidiaries or necessary in the manufacturing, importing, exporting, possession, ownership, warehousing, marketing, promoting,
sale, labeling, furnishing, distribution or delivery of goods or services under Laws applicable to the business of Borrower or any of
its Subsidiaries. Without limiting the generality of the foregoing, “Permit” includes any Regulatory Required Permit.


 






    	 	17	 



     


    

 


“Permitted
Acquisition” means any Acquisition by a Credit Party, in each case, to the extent that each of the following conditions
shall have been satisfied:


 


		(a)	the Borrower Representative shall have
                                            delivered to Agent at least ten (10) Business Days (or such shorter period as may be
                                            agreed by Agent) prior to the closing of the proposed Acquisition: (i) a description
                                            of the proposed Acquisition; (ii) to the extent available in the case of an Acquisition
                                            for cash consideration in excess of $1,000,000, a due diligence package (including, to the
                                            extent available, a quality of earnings report); and (iii) copies of the respective
                                            agreements, documents or instruments pursuant to which such Acquisition is to be consummated
                                            (or substantially final drafts thereof), any schedules to such agreements, documents or instruments
                                            and all other material ancillary agreements, instruments and documents to be executed or
                                            delivered in connection therewith, and, to the extent required to be completed prior to the
                                            closing of such Acquisition under the related acquisition agreement and reasonably requested
                                            by Agent, all material regulatory and third party approvals and copies of any environmental
                                            assessments, if applicable;



 


		(b)	the Credit Parties (including any new
                                            Subsidiary to the extent required by Section 4.11) shall execute and deliver the agreements,
                                            instruments and other documents to the extent required by the terms of this Agreement, including,
                                            without limitation, clause (c) below and Section 4.11, including such agreements,
                                            instruments and other documents necessary to ensure that Agent receives a first priority
                                            perfected Lien in all entities and assets acquired in connection with the proposed Acquisition
                                            except for Excluded Property and Excluded Perfection Assets, as applicable;



 


		(c)	the time of such Acquisition and after
                                            giving effect thereto, no Event of Default has occurred and is continuing;



 


		(d)	the
                                            Acquisition would not result in a Change in Control and each Borrower remains a surviving
                                            legal entity after such Acquisition, and (i) in the case of an Acquisition that involves
                                            a merger, amalgamation or other combination including a Borrower, such Borrower shall be
                                            the surviving entity and (ii) in the case of an Acquisition that involves a merger,
                                            amalgamation or other combination including a Credit Party (other than a Borrower), either
                                            (x) a Credit Party shall be the surviving entity or (y) if the only Credit Party
                                            involved in such Acquisition is an Acquisition Subsidiary and the Target Entity subsequently
                                            fulfills the Joinder Requirements following such Acquisition as and to the extent required
                                            pursuant to Section 4.11(d), the Target Entity shall be the surviving entity;



 


		(e)	with respect to any Acquisition involving
                                            an in-license to a Credit Party, all such in-licenses or agreements related thereto shall
                                            constitute “Collateral” and Agent to have the ability in the event of a liquidation
                                            of any Collateral to dispose of such Collateral in accordance with Agent’s rights and
                                            remedies under this Agreement and the other Financing Documents;



 


		(f)	all transactions in connection with
                                            such Acquisition shall be consummated in all material respects in accordance with applicable
                                            Laws;



 






    	 	18	 



     


    

 


		(g)	the assets acquired in such Acquisition
                                            are for use in the same, similar, related or complementary lines of business as the Credit
                                            Parties are currently engaged or a similar, related or complementary line of business reasonably
                                            related, ancillary or supplemental thereto or incidental thereto or reasonably expansive
                                            thereof;



 


		(h)	such Acquisition shall not be hostile
                                            and shall have been approved by the board of directors (or other similar body) and/or the
                                            stockholders or other equityholders of the Person being acquired, in each case as required
                                            by such Person’s organizational documents (it being understood that such approval shall
                                            not be required in connection with a court approved sale);



 


		(i)	no Debt or Liens are assumed or created
                                            (other than Permitted Liens and Permitted Debt) in connection with such Acquisition;



 


		(j)	Agent shall have received a certificate
                                            of a Responsible Officer of the Borrower Representative demonstrating, on a pro forma basis
                                            after giving effect to the consummation of such Acquisition, that Credit Parties are in compliance
                                            with the financial covenants set forth in Article 6 hereof;



 


		(k)	Unless
                                            Agent shall otherwise consent in writing (in its sole discretion), (i) if the Acquisition
                                            is a purchase of Equity Interests, the target and its Subsidiaries (other than any Subsidiaries
                                            of the target, which (x) on an aggregate basis, own, hold or have license to assets
                                            and property making up less than 10% of the fair market value of the target’s consolidated
                                            assets and property, and (y) are not otherwise material to the business of the target)
                                            must have as their jurisdiction of formation a state within the United States, (ii) if
                                            the Acquisition is an asset purchase or a merger, not less than 90% of the fair market value
                                            of all of the assets so acquired shall be located within the United States (or, in the case
                                            of any Intellectual Property so acquired, registered or otherwise located in the United States),
                                            and (iii) if the Acquisition consists of an in-license by Borrower of Intellectual Property
                                            or Products, such in-license agreements shall be governed by the laws of United States, any
                                            state thereof or the District of Columbia;



 


		(l)	the consideration payable by the Credit
                                            Parties and their Subsidiaries in connection with such Acquisition shall consist solely of
                                            (x) noncash Equity Interests (other than Disqualified Equity Interest) in TELA Bio, Inc.
                                            and/or (y) cash and Cash Equivalents not to exceed in the aggregate the cap set forth
                                            in clause (m) below;



 


		(m)	the
                                            sum of all cash amounts (including Cash Equivalents) paid or payable in connection with all
                                            Permitted Acquisitions (including all Debt, liabilities and Contingent Obligations (in each
                                            case to the extent otherwise permitted hereunder) incurred or assumed and the maximum amount
                                            of all earn-outs, milestones or comparable payment obligations and the expected amount of
                                            all royalty payments (as determined in Borrower’s reasonable good faith judgment) in
                                            connection therewith, regardless of when due or payable) (all such consideration, the “Acquisition
                                            Consideration”) shall not exceed Five Million Dollars ($5,000,000) in the aggregate
                                            during the term of this Agreement; provided that such cap on Acquisition Consideration
                                            shall not apply to Acquisition Net Equity Proceeds received by Borrower substantially contemporaneously
                                            with the consummation of such Acquisition and used to pay upfront Acquisition Consideration
                                            in connection with such Acquisition;



 






    	 	19	 



     


    

 


		(n)	prior to the consummation of each such
                                            Acquisition, Borrowers have provided a certificate (and such other evidence as Agent may
                                            reasonably require) demonstrating to Agent’s reasonable satisfaction that, following
                                            the consummation of such Acquisition and after giving pro forma effect to the payment of
                                            all Acquisition Consideration in connection therewith (including all deferred Acquisition
                                            Consideration as if such amounts were payable upon the closing of such Acquisition), Borrowers
                                            will have Borrower Unrestricted Cash in an amount equal to or greater than an amount equal
                                            to positive value of the product of (I) 12 multiplied by (II) the Monthly
                                            Cash Burn Amount; provided, however, that Borrower shall not be required to comply
                                            with the requirements of this clause (n) with respect to Acquisitions to the extent
                                            the aggregate amount of Acquisition Consideration paid or payable in connection with such
                                            Acquisitions (collectively) does not exceed $2,000,000; and



 


		(o)	Agent has received, prior to the consummation
                                            of such Acquisition with respect to which the aggregate amount of Acquisition Consideration
                                            paid or payable in connection with such Acquisitions (collectively) does not exceed $2,000,000,
                                            updated financial projections, in form and substance reasonably satisfactory to Agent, for
                                            the immediately succeeding four (4) quarters following the proposed consummation of
                                            the Acquisition beginning with the quarter during which the Acquisition is to be consummated
                                            (the “Transaction Projections”).



 


“Permitted Asset
Dispositions” means the following Asset Dispositions:


 


		(a)	dispositions of Inventory in the Ordinary
                                            Course of Business and not pursuant to any bulk sale or sale of all or substantially all
                                            of such Borrower’s Inventory;



 


		(b)	dispositions of furniture, fixtures
                                            and equipment in the Ordinary Course of Business that the applicable Borrower or Subsidiary
                                            determines in good faith is no longer used or useful in the business of such Borrower and
                                            its Subsidiaries;



 


		(c)	abandonment or lapse of Intellectual
                                            Property (other than Material Intangible Assets) that is, in the reasonable good faith judgment
                                            of a Credit Party, no longer useful in the conduct of the business of the Credit Parties
                                            or any of their Subsidiaries; provided, however, that at the time of each such Asset
                                            Disposition, no Default or Event of Default exists or would result from such Asset Disposition;



 


		(d)	Permitted Licenses; provided, however,
                                            that at the time of each such Permitted License, no Default or Event of Default exists
                                            or would result from such Asset Disposition;



 


		(e)	sales, forgiveness or discounting, on
                                            a non-recourse basis and in the Ordinary Course of Business, of past due Accounts in connection
                                            with the collection or compromise thereof or in connection with the bankruptcy or reorganization
                                            of suppliers or customers in accordance with the applicable terms of this Agreement;



 


		(f)	(i) Asset Dispositions among the
                                            Borrowers, (ii) Asset Dispositions by any U.S. Guarantor to a Borrower or another U.S.
                                            Guarantor, (iii) Asset Dispositions by any Foreign Guarantor or Subsidiary to a Borrower
                                            or another Guarantor, and (iv) Asset Disposition from any non-Credit Party Subsidiary
                                            to any other non-Credit Party Subsidiary;



 






    	 	20	 



     


    

 


		(g)	To the extent, in each case, constituting
                                            a Permitted Investment, sales of Inventory by a Credit Party in the Ordinary Course of Business
                                            and on arms’ length terms to a Restricted Foreign Subsidiary or a Foreign Guarantor;



 


		(h)	Sales of Inventory by a Credit Party
                                            sold for fair market value to a Restricted Foreign Subsidiary or a Foreign Guarantor in the
                                            Ordinary Course of Business; provided that the consideration therefor is cash or Cash
                                            Equivalents;



 


		(i)	to the extent constituting an Asset Disposition, the granting of
                                            Permitted Liens;



 


		(j)	dispositions of tangible personal property
                                            (and not, for the avoidance of doubt, any Intellectual Property or other intangible assets
                                            or Equity Interests) so long as (i) the assets subject to such Asset Dispositions are
                                            sold for fair value, as determined by the Borrower in good faith, (ii) at least 75%
                                            of the consideration therefor is cash or Cash Equivalents, (iii) the aggregate amount
                                            of such Asset Dispositions in any twelve (12) month period does not exceed Two Hundred and
                                            Fifty Thousand Dollars ($250,000), and (iv) no Event of Default has occurred and is
                                            continuing or would result from the making of such disposition; and



 


		(k)	other dispositions approved by Agent
                                            from time to time in its sole discretion.



 


“Permitted Contest”
means, with respect to any Tax obligation or other obligation allegedly or potentially owing from any Borrower or its Subsidiary to any
governmental tax authority or other third party, a contest maintained in good faith by appropriate proceedings promptly instituted and
diligently conducted and with respect to which such reserve or other appropriate provision, if any, as shall be required in conformity
with GAAP shall have been made on the books and records and financial statements of the applicable Credit Party(ies); provided,
however, that (a) compliance with the obligation that is the subject of such contest is effectively stayed during such challenge;
(b) Borrowers’ and its Subsidiaries’ title to, and its right to use, the Collateral is not adversely affected thereby
in any material respect and Agent’s Lien and priority on the Collateral are not adversely affected, altered or impaired thereby;
(c) the Collateral or any material part thereof or any interest therein shall not be sold, forfeited or lost by reason of such contest
by Borrowers or its Subsidiaries; (d) Borrowers have given Agent notice of the commencement of such contest and upon request by
Agent, from time to time, notice of the status of such contest by Borrowers and/or confirmation of the continuing satisfaction of this
definition; and (e) upon a final determination of such contest, Borrowers and its Subsidiaries shall promptly comply in all material
respects with the requirements thereof as and to the extent legally required to do so.


 


“Permitted Contingent
Obligations” means


 


		(a)	Contingent Obligations arising in respect
                                            of the Debt under the Financing Documents;



 


		(b)	Contingent Obligations resulting from
                                            endorsements for collection or deposit in the Ordinary Course of Business;



 


		(c)	Contingent
                                            Obligations outstanding on the Closing Date and set forth on Schedule 5.1
                                            (but not including any refinancings, extensions, increases or amendments to such Debt other
                                            than a Permitted Refinancing);



 


		(d)	Contingent Obligations incurred in the
                                            Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and
                                            other similar obligations not to exceed $250,000 in the aggregate at any time outstanding;



 






    	 	21	 



     


    

 


		(e)	Contingent Obligations arising under
                                            indemnity agreements with title insurers to cause such title insurers to issue to Agent mortgagee
                                            title insurance policies;



 


		(f)	Contingent Obligations arising with
                                            respect to customary indemnification obligations in favor of purchasers in connection with
                                            dispositions of personal property assets permitted under Section 5.6 or in connection
                                            with any other commercial agreement entered into by a Credit Party or a Subsidiary thereof
                                            in the Ordinary Course of Business;



 


		(g)	so long as there exists no Event of
                                            Default both immediately before and immediately after giving effect to any such transaction,
                                            Contingent Obligations existing or arising under any Swap Contract, provided, however,
                                            that such obligations are (or were) entered into by Borrower or an Affiliate in the Ordinary
                                            Course of Business for the purpose of directly mitigating risks associated with liabilities,
                                            commitments, investments, assets, or property held or reasonably anticipated by such Person
                                            and not for purposes of speculation;



 


		(h)	Contingent Obligations existing or arising in connection with any
                                            letter of credit for the primary purpose of securing a lease of real property in the Ordinary
                                            Course of Business, provided that the aggregate amount of all such letter of credit reimbursement
                                            obligations does not at any time exceed $250,000 outstanding;



 


		(i)	Guarantees by a Credit Party of leases
                                            and other ordinary course obligations of a Restricted Foreign Subsidiary; and



 


		(j)	other Contingent Obligations not permitted
                                            by clauses (a) through (h) above, not to exceed $500,000 in the aggregate
                                            at any time outstanding.



 


“Permitted Debt”
means:


 


		(a)	Borrower’s and its Subsidiaries’
                                            Debt to Agent and each Lender under this Agreement and the other Financing Documents;



 


		(b)	Debt incurred as a result of endorsing
                                            negotiable instruments received in the Ordinary Course of Business;



 


		(c)	purchase money Debt and Capital Leases
                                            not to exceed $500,000 in the aggregate at any time (whether in the form of a loan or a lease)
                                            used solely to acquire equipment used in the Ordinary Course of Business and secured only
                                            by such equipment and any Permitted Refinancing thereof;



 


		(d)	Debt existing on the date of this Agreement
                                            and described on Schedule 5.1 (but not including any refinancings, extensions,
                                            increases or amendments to such Debt other than extensions of the maturity thereof without
                                            any other change in terms);



 


		(e)	so long as there exists no Event of
                                            Default both immediately before and immediately after giving effect to any such transaction,
                                            Debt existing or arising under any Swap Contract, provided, however, that such obligations
                                            are (or were) entered into by Borrower or an Affiliate in the Ordinary Course of Business
                                            for the purpose of directly mitigating risks associated with liabilities, commitments, investments,
                                            assets, or property held or reasonably anticipated by such Person and not for purposes of
                                            speculation;



 






    	 	22	 



     


    

 


		(f)	Debt owed to any Person providing property,
                                            casualty, liability, or other insurance to the Credit Parties, including to finance insurance
                                            premiums, so long as the amount of such Debt is not in excess of the amount of the unpaid
                                            cost of, and shall be incurred only to defer the cost of, such insurance for the policy year
                                            in which such Debt is incurred and such Debt is outstanding only during such policy year;



 


		(g)	trade accounts payable arising in the
                                            Ordinary Course of Business and not more than 60 days past due unless subject to a Permitted
                                            Contest;



 


		(h)	trade accounts payable arising in the
                                            Ordinary Course of Business not more than 90 days past due in an amount not to exceed $50,000
                                            in the aggregate at any time outstanding;



 


		(i)	any operational, developmental, revenue
                                            or similar milestones that may become payable in accordance with the terms of the Aroa Agreement;



 


		(j)	Subordinated Debt;



 


		(k)	Debt in an aggregate amount not to exceed
                                            $500,000 at any time outstanding, in respect of credit cards, credit card processing services,
                                            debit cards, stored value cards, purchase cards (including so-called “procurement cards”
                                            or “P-cards”) or other similar cash management or merchant services, in each
                                            case, incurred in the Ordinary Course of Business;



 


		(l)	Debt consisting of unsecured intercompany
                                            loans and advances or deferred purchase price for property or services incurred by (1) any
                                            Credit Party to another Credit Party (other than a Foreign Guarantor), (2) any Foreign
                                            Guarantor owing to any other Credit Party so long as such Debt constitutes a Permitted Investment
                                            of the applicable Credit Party pursuant to clause (j) or (k) of the definition
                                            of Permitted Investments, or (3) any Restricted Foreign Subsidiary owing to any Credit
                                            Party so long as such Debt constitutes a Permitted Investment of the applicable Credit Party
                                            pursuant to clause (i) of the definition of Permitted Investments and, in each case,
                                            provided that (1) the obligations of the Credit Parties under such intercompany
                                            loan shall be subordinated at all times to the Obligations of the Credit Parties hereunder
                                            or under the other Financing Documents in a manner reasonably satisfactory to Agent and (2) upon
                                            the request of Agent at any time, any such Debt shall be evidenced by promissory notes having
                                            terms reasonably satisfactory to Agent, the sole originally executed counterparts of which
                                            shall be pledged and delivered to Agent, for the benefit of Agent and Lenders, as security
                                            for the Obligations;



 


		(m)	unsecured earn-out obligations, milestones,
                                            royalties or similar contingent purchase price obligations incurred in connection with a
                                            Permitted Acquisition (and not including any seller notes or other non-contingent Debt unless
                                            otherwise constituting Permitted Debt) in an aggregate amount not to exceeds the cap set
                                            forth in clause (m) of the definition of Permitted Acquisitions; and



 


		(n)	other unsecured Debt in an aggregate
                                            principal amount not to exceed $500,000 at any one time outstanding.



 






    	 	23	 



     


    

 


“Permitted Distributions”
means the following Distributions: (a) dividends by any Subsidiary of any Borrower to such parent Borrower; (b) dividends payable
solely in common stock; (c) repurchases of stock of former employees, directors or consultants pursuant to stock purchase agreements
so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase,
provided, however, that such repurchase does not exceed $500,000 in the aggregate per fiscal year; (e)the issuance of its Equity
Interests (other than Disqualified Equity Interest) upon the exercise of warrants or options to purchase Equity Interests of TELA Bio;
provided that no cash payments are made in connection therewith except for de minimis cash payable in lieu of fractional shares;
(f) payments in lieu of fractional shares of equity securities arising out of stock dividends, splits, combinations or conversions
in an aggregate amount not to exceed $100,000 during the term of this Agreement; and (g) reasonable and customary director, officer
and employee compensation, advances, reimbursements and indemnification arrangements in the Ordinary Course of Business.


 


“Permitted Investments”
means:


 


		(a)	Investments shown on Schedule 5.7
                                            and existing on the Closing Date;



 


		(b)	to the extent constituting an Investment,
                                            the holding by a Person of cash and Cash Equivalents owned by such Person;



 


		(c)	Investments consisting of the endorsement
                                            of negotiable instruments for deposit or collection or similar transactions in the Ordinary
                                            Course of Business;



 


		(d)	Investments
                                            consisting of (i) travel advances and employee relocation loans and other employee loans
                                            and advances in the Ordinary Course of Business, and (ii) loans to employees, officers
                                            or directors relating to the purchase of equity securities of Borrowers or their Subsidiaries
                                            pursuant to employee stock purchase plans or agreements approved by Borrowers’ Board
                                            of Directors (or other governing body), but the aggregate of all such loans and advances
                                            outstanding pursuant to this clause (d) may not exceed $250,000 at any time;



 


		(e)	Investments (including debt obligations)
                                            received in connection with the bankruptcy or reorganization of customers or suppliers and
                                            in settlement of delinquent obligations of, and other disputes with, customers or suppliers
                                            arising in the Ordinary Course of Business;



 


		(f)	Investments consisting of notes receivable
                                            of, or prepaid royalties and other credit extensions, to customers and suppliers who are
                                            not Affiliates, in the Ordinary Course of Business, provided, however, that this subpart
                                            (f) shall not apply to Investments of Borrowers in any Subsidiary;



 


		(g)	Investments held in Deposit Accounts
                                            or Securities Accounts with respect to which Agent has received a Deposit Account Control
                                            Agreement or Securities Account Control Agreement, or which constitute Excluded Accounts;



 


		(h)	Investments by any Credit Party in any
                                            other Credit Party (other than any Foreign Guarantor);



 


		(i)	Investments by any Credit Party consisting
                                            of (x) cash and Cash Equivalents or (y) the sale of Inventory (valued at fair market
                                            value) in the Ordinary Course of Busines in or to a Restricted Foreign Subsidiary; provided
                                            that (i) aggregate amount of such Investments made with respect to all Restricted
                                            Foreign Subsidiaries after the Closing Date does not exceed $2,000,000 in the aggregate in
                                            any twelve (12) month period; and (ii) the aggregate amount of the Investments made
                                            pursuant to this clause (i) in any individual Restricted Foreign Subsidiary does not
                                            exceed the amount necessary to fund the current operating expenses and inventory purchases
                                            of such Restricted Foreign Subsidiaries (taking into account their revenue from other sources);



 






    	 	24	 



     


    

 


		(j)	Investments by any Credit Party (other
                                            than a Foreign Guarantor) consisting of (x) cash and Cash Equivalents or (y) the
                                            sale of Inventory (valued at fair market value) in the Ordinary Course of Busines in or to
                                            a Foreign Guarantor; provided that (i) aggregate amount of such Investments made
                                            with respect to all Foreign Guarantors does not exceed $3,000,000 in the aggregate in any
                                            twelve (12) month period; and (ii) the aggregate amount of the Investments made pursuant
                                            to this clause (j) in any individual Foreign Guarantor does not exceed the amount necessary
                                            to fund the current operating expenses and inventory purchases of such Foreign Guarantors
                                            (taking into account their revenue from other sources);



 


		(k)	Investments by any Foreign Guarantor
                                            in any other Foreign Guarantor;



 


		(l)	Investments in prepaid expenses, utility
                                            and workers’ compensation, performance and other similar deposits, each as entered
                                            into in the Ordinary Course of Business;



 


		(m)	Investments constituting Permitted Acquisitions;
                                            and



 


		(n)	so long as no Event of Default exists
                                            at the time of such Investment or after giving effect to such Investment, other Investments
                                            of cash and Cash Equivalents in an amount not exceeding $500,000 at any time outstanding.



 


“Permitted License”
means (a) any non-exclusive license of rights to discrete Intellectual Property of Borrower or its Subsidiaries so long as all such
licenses (i) are granted in the Ordinary Course of Business, (ii) do not result in a legal transfer of title to the licensed
property, and (iii) have been granted in exchange for fair consideration; and (b) any exclusive license of rights to discrete
Intellectual Property of Borrower or its Subsidiaries so long as such licenses (i) are granted to third parties in the Ordinary
Course of Business, (ii) do not result in a legal transfer of title to the licensed property, (iii) are exclusive solely as
to discrete geographical areas outside of the United States, (iv) Borrowers or such Subsidiary has given Agent at least ten (10) days’
written notice prior to entering in such license and (v) no Event of Default exists at the time such Permitted License is granted
or would result from the granting of such Permitted License.


 


“Permitted Liens”
means:


 


		(a)	deposits or pledges of cash to secure
                                            obligations under workmen’s compensation, social security or similar laws, or under
                                            unemployment insurance (but excluding Liens arising under ERISA or, with respect to any Pension
                                            Plan or Multiemployer Plan, the Code) pertaining to a Borrower’s or its Subsidiary’s
                                            employees, if any;



 


		(b)	deposits or pledges of cash to secure
                                            bids, tenders, contracts (other than contracts for the payment of money or the deferred purchase
                                            price of property or services), leases, statutory obligations, surety and appeal bonds and
                                            other obligations of like nature arising in the Ordinary Course of Business;



 


		(c)	carrier’s, warehousemen’s,
                                            mechanic’s, workmen’s, landlord’s, materialmen’s or other like Liens
                                            on Collateral arising in the Ordinary Course of Business with respect to obligations which
                                            are not due, or which are being contested pursuant to a Permitted Contest;



 






    	 	25	 



     


    

 


		(d)	Liens for taxes or other governmental
                                            charges not at the time delinquent or thereafter payable without penalty or the subject of
                                            a Permitted Contest;



 


		(e)	attachments, stay or appeal bonds, judgments
                                            and other similar Liens for sums not exceeding $500,000 in the aggregate and arising in connection
                                            with court proceedings that do not constitute an Event of Default; provided, however,
                                            that the execution or other enforcement of such Liens is effectively stayed and the claims
                                            secured thereby are the subject of a Permitted Contest;



 


		(f)	Liens with respect to real estate, easements,
                                            rights of way, restrictions, minor defects or irregularities of title, none of which, individually
                                            or in the aggregate, materially interfere with the benefits of the security intended to be
                                            provided by the Security Documents, materially affect the value or marketability of the Collateral,
                                            impair the use or operation of the Collateral for the use currently being made thereof or
                                            impair Borrowers’ ability to pay the Obligations in a timely manner or impair the use
                                            of the Collateral or the ordinary conduct of the business of any Borrower or any Subsidiary
                                            and which, in the case of any real estate that is part of the Collateral, are set forth as
                                            exceptions to or subordinate matters in the title insurance policy accepted by Agent insuring
                                            the lien of the Security Documents;



 


		(g)	Liens and encumbrances in favor of Agent
                                            under the Financing Documents;



 


		(h)	Liens existing on the date hereof and
                                            set forth on Schedule 5.2 on the Closing Date and Liens granted in a Permitted Refinancing
                                            of the obligations or liabilities secured by such Liens;



 


		(i)	any Lien on any equipment and the proceeds
                                            thereof securing Debt permitted under clause (c) of the definition of Permitted Debt,
                                            provided, however, that such Lien attaches concurrently with or within twenty
                                            (20) days after the acquisition thereof or in connection with a Permitted Refinancing thereof;



 


		(j)	to the extent constituting a Lien, the
                                            granting of a Permitted License;



 


		(k)	purported Liens evidenced by the filing
                                            of precautionary UCC financing statements relating solely to operating leases or consignments
                                            of personal property entered into the Ordinary Course of Business;



 


		(l)	Liens granted in the Ordinary Course
                                            of Business on the unearned portion of insurance premiums securing the financing of insurance
                                            premiums to the extent the financing is permitted under clause (i) of the definition
                                            of Permitted Debt;



 


		(m)	Liens solely in respect of the L/C Cash
                                            Collateral Accounts and amounts deposited therein to the extent securing obligations permitted
                                            pursuant to clause (h) of the definition of Permitted Contingent Obligations;



 


		(n)	Liens solely in respect of the Credit
                                            Card Cash Collateral Accounts and amounts deposited therein to the extent securing obligations
                                            permitted pursuant to clause (l) of the definition of Permitted Debt; and



 






    	 	26	 



     


    

 


		(o)	Liens that are rights of set-off, bankers’
                                            liens or similar non-consensual Liens relating to deposit or securities accounts in favor
                                            of banks, other depositary institutions and securities intermediaries arising in the Ordinary
                                            Course of Business.



 


“Permitted Modifications”
means (a) such amendments or other modifications to a Borrower’s ;or Subsidiary’s Organizational Documents as are required
under this Agreement or by applicable Law and fully disclosed to Agent within thirty (30) days after such amendments or modifications
have become effective, and (b) such amendments or modifications to a Borrower’s or Subsidiary’s Organizational Documents
(other than those involving a change in the name of a Borrower or Subsidiary or involving a reorganization of a Borrower or Subsidiary
under the laws of a different jurisdiction) that would not adversely affect the rights and interests of Agent or Lenders in any material
respect and fully disclosed to Agent within thirty (30) days after such amendments or modifications have become effective.


 


“Permitted Refinancing”
means Debt constituting a refinancing, extension or renewal of Debt; provided that the refinanced, extended, or renewed Debt (a) has
an aggregate outstanding principal amount not greater than the aggregate principal amount of the Debt being refinanced or extended (plus
any reasonable and customary interest, fees, premiums and costs and expenses), (b) has a weighted average maturity (measured as
of the date of such refinancing or extension) and maturity no shorter than that of the Debt being refinanced or extended, (c) is
not entered into as part of a sale leaseback transaction, (d) is not secured by a Lien on any assets other than the collateral securing
the Debt being refinanced or extended, (e) the obligors of which are the same as the obligors of the Debt being refinanced or extended,
(f) is otherwise on terms no less favorable in any material respect to Credit Parties and their Subsidiaries, taken as a whole,
than those of the Debt being refinanced or extended, and (g) no Event of Default has occurred and is continuing at the time such
refinancing, extension or renewal occurs or would result therefrom.


 


“Person”
means any natural person, corporation, limited liability company, professional association, limited partnership, general partnership,
joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization,
whether or not a legal entity, and any Governmental Authority.


 


“Pledge Agreement”
means that certain Pledge Agreement, dated as of the date hereof, executed by the Credit Parties in favor of Agent, for the benefit of
Lenders, covering all the Equity Interests respectively owned by the Credit Parties, as amended, restated, or otherwise modified from
time to time.


 


“Prepayment Fee”
has the meaning set forth in Section 2.2(c).


 


“Pro Rata Share”
means (a) with respect to a Lender’s obligation to make advances in respect of a Term Loan and such Lender’s right to
receive payments of principal and interest with respect to the Term Loans, the Term Loan Commitment Percentage of such Lender in respect
of such Term Loan, and (b) for all other purposes (including, without limitation, the indemnification obligations arising under
Section 11.6) with respect to any Lender, the percentage obtained by dividing (i) the Term Loan Commitment Amount of
such Lender (or, in the event the Term Loan Commitment shall have been terminated or fully funded, such Lender’s then outstanding
principal advances of such Lender under the Term Loan), by (ii) the sum of the Term Loan Commitment (or, in the event the
Term Loan Commitment shall have been terminated or fully funded, the then outstanding principal advances of such Lenders under the Term
Loan) of all Lenders.


 


“Proceeds”
means “proceeds” (as defined in Article 9 of the UCC).


 






    	 	27	 



     


    

 


“Products”
means, from time to time, any products currently manufactured, sold, developed, tested, marketed, distributed or otherwise
commercialized by, or on behalf of, any Borrower or any of its Subsidiaries, including without limitation, those products set forth
on Schedule 4.17 (as updated from time to time in accordance with Section 4.15); provided, that, for the avoidance of
doubt, any new Product not disclosed on Schedule 4.17 shall still constitute a “Product” as herein defined.


 


“Protective Advance”
means all sums expended by Agent in accordance with the provisions of Section 10.4 to (a) protect the priority, validity and
enforceability of any lien on, and security interests in, any Collateral and the instruments evidencing and securing the Obligations,
(b) prevent the value of any Collateral from being diminished, or (c) protect any of the Collateral from being materially damaged,
impaired, mismanaged or taken.


 


“Recall”
means a Person’s Removal or Correction of a marketed product that the FDA considers to be in violation of the laws it administers
and against which the FDA would initiate legal action, e.g., seizure.


 


“Reference Time”
means approximately a time substantially consistent with market practice two (2) SOFR Business Days prior to the first day of each
calendar month. If by 5:00 pm (New York City time) on any interest lookback day, Term SOFR in respect of such interest lookback day has
not been published on the SOFR Administrator’s Website, then Term SOFR for such interest lookback day will be Term SOFR as published
in respect of the first preceding SOFR Business Day for which Term SOFR was published on the SOFR Administrator’s Website; provided
that such first preceding SOFR Business Day is not more than three (3) SOFR Business Days prior to such interest lookback day.


 


“Register”
has the meaning set forth in Section 11.17(a)(iii).


 


“Registered Intellectual
Property” means any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending
application for any of the foregoing.


 


“Regulatory Reporting
Event” has the meaning set forth in Section 4.1(k).


 


“Regulatory Required
Permit” means any and all licenses, approvals and permits issued by the FDA, DEA or any other applicable Governmental Authority,
including without limitation Drug Applications, necessary for the testing, manufacture, marketing or sale of any Product by any applicable
Borrower(s) and its Subsidiaries as such activities are being conducted by such Borrower and its Subsidiaries with respect to such
Product at such time and any drug listings and drug establishment registrations under 21 U.S.C. Section 510, registrations issued
by DEA under 21 U.S.C. Section 823 (if applicable to any Product), and those issued by State governments or foreign governments
for the conduct of Borrower’s or any Subsidiary’s business.


 


“Relevant Governmental
Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.


 


“Removal”
means the physical removal of a product from its point of use to some other location for repair, modification, adjustment, relabeling,
destruction, or inspection.


 


“Required Lenders”
means at any time Lenders holding (a) fifty-one percent (51%) or more of the sum of the Term Loan Commitment (taken as a whole),
or (b) if the Term Loan Commitment has been terminated, fifty-one percent (51%) or more of the then aggregate outstanding principal
balance of the applicable tranche of Term Loans.


 






    	 	28	 



     


    

 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible Officer”
means any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer or any other officer
of the applicable Borrower acceptable to Agent.


 


“Restricted Foreign
Subsidiary” means (a) TELA Bio, Limited, a limited company formed under the laws of England and Wales until at any time
it becomes a Foreign Guarantor, and (b) each other each direct and indirect Subsidiary of a Borrower formed after the Closing Date
and not organized under the laws of United States or any state thereof to the extent Agent expressly agrees, in writing, that such Subsidiary
constitutes a Restricted Foreign Subsidiary.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Securities Account”
means a “securities account” (as defined in Article 9 of the UCC), an investment account, or other account in which
investment property or securities are held or invested for credit to or for the benefit of any Borrower.


 


“Securities Account
Control Agreement” means an agreement, in form and substance satisfactory to Agent, among Agent, any applicable Borrower and
each securities intermediary in which such Borrower maintains a Securities Account pursuant to which Agent shall obtain “control”
(as defined in Article 9 of the UCC) over such Securities Account.


 


“Security Document”
means this Agreement, the Pledge Agreement, and each other agreement, document or instrument executed concurrently herewith or at any
time hereafter pursuant to which one or more Credit Parties or any other Person either (a) Guarantees payment or performance of
all or any portion of the Obligations, and/or (b) provides, as security for all or any portion of the Obligations, a Lien on any
of its assets in favor of Agent for its own benefit and the benefit of the Lenders, as any or all of the same may be amended, supplemented,
restated or otherwise modified from time to time.


 


“SOFR”
means, with respect to any SOFR Business Day, a rate per annum equal to the secured overnight financing rate for such SOFR Business Day.


 


“SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Term SOFR selected by Agent in its reasonable
discretion).


 


“SOFR Administrator’s
Website” means the website of the SOFR Administrator, currently at https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html,
or any successor source for Term SOFR identified by the SOFR Administrator from time to time.


 


“SOFR Business Day”
means any day other than a Saturday or Sunday or a day on which the Securities Industry and Financial Markets Association recommends
that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.


 


“SOFR Interest Rate”
means, with respect to each day during which interest accrues on a Loan, the rate per annum (expressed as a percentage) equal to (a) Term
SOFR for the applicable Interest Period for such day; or (b) if the then-current Benchmark has been replaced with a Benchmark Replacement
pursuant to Section 12.21, such Benchmark Replacement for such day. Notwithstanding the foregoing, the SOFR Interest Rate shall
not at any time be less than the Floor.


 






    	 	29	 



     


    

 


“SOFR Loan”
means a Loan that bears interest at a rate based on Term SOFR.


 


“Solvent”
means, with respect to any Person, that such Person (a) owns and will own assets the fair saleable value of which are (i) greater
than the total amount of its debts and liabilities (including subordinated and Contingent Obligations), and (ii) greater than the
amount that will be required to pay the probable liabilities of its then existing debts as they become absolute and matured considering
all financing alternatives and potential asset sales reasonably available to it; (b) has capital that is not unreasonably small
in relation to its business as presently conducted or after giving effect to any contemplated transaction; and (c) does not intend
to incur and does not believe that it will incur debts beyond its ability to pay such debts as they become due.


 


“Stated Rate”
has the meaning set forth in Section 2.7.


 


“Subordinated Debt”
means any Debt of Borrowers incurred pursuant to the terms of the Subordinated Debt Documents and with the prior written consent of Agent,
all of which documents must be in form and substance acceptable to Agent in its sole discretion. As of the Closing Date, there is no
Subordinated Debt.


 


“Subordinated Debt
Documents” means any documents evidencing and/or securing Debt governed by a Subordination Agreement, all of which documents
must be in form and substance acceptable to Agent in its sole discretion. As of the Closing Date, there are no Subordinated Debt Documents.


 


“Subordination Agreement”
means each agreement between Agent and another creditor of Borrowers, as the same may be amended, supplemented, restated or otherwise
modified from time to time in accordance with the terms thereof, pursuant to which the Debt owing from any Borrower(s) and/or the
Liens securing such Debt granted by any Borrower(s) to such creditor are subordinated in any way to the Obligations and the Liens
created under the Security Documents, the terms and provisions of such Subordination Agreements to have been agreed to by and be acceptable
to Agent in the exercise of its sole discretion.


 


“Subsidiary”
means, with respect to any Person, (a) any corporation (or any foreign equivalent thereof) of which an aggregate of fifty percent
(50%) or more of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors of such
corporation (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially
by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate
the vote of more than fifty percent (50%) of such Equity Interests whether by proxy, agreement, operation of law or otherwise, and (b) any
partnership or limited liability company (or any foreign equivalent thereof) in which such Person and/or one or more Subsidiaries of
such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty
percent (50%) or of which any such Person is a general partner or may exercise the powers of a general partner. Unless the context otherwise
requires, each reference to a Subsidiary shall be a reference to a Subsidiary of a Borrower.


 


“Swap Contract”
means any “swap agreement”, as defined in Section 101 of the Bankruptcy Code, that is obtained by Borrower to provide
protection against fluctuations in interest or currency exchange rates, but only if Agent provides its prior written consent to the entry
into such “swap agreement”.


 






    	 	30	 



     


    

 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees
or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“TELA Bio”
has the meaning set forth in the preamble hereto.


 


“Term Loan”
means, collectively, Term Loan Tranche 1 and Term Loan Tranche 2.


 


“Term Loan Commitment
Amount” means, with respect to each Lender, the sum of such Lender’s Term Loan Tranche 1 Commitment Amount and Term Loan
Tranche 2 Commitment Amount.


 


“Term Loan Commitment
Percentage” means, as to any Lender with respect to each of such Lender’s Term Loan Commitments, (a) on the Closing
Date with respect to each tranche of the Term Loan, the applicable percentage set forth opposite such Lender’s name on the Commitment
Annex under the column “Term Loan Tranche 1 Commitment Percentage” and “Term Loan Tranche 2 Commitment Percentage”,
(if such Lender’s name is not so set forth thereon, then, on the Closing Date, such percentage for such Lender shall be deemed
to be zero), and (b) on any date following the Closing Date, as applicable to each tranche of Term Loan, the percentage equal to
(i) the Term Loan Tranche 1 Commitment of such Lender on such date divided by the aggregate Term Loan Tranche 1 Commitments
on such date or (ii) the Term Loan Tranche 2 Commitment of such Lender on such date divided by the aggregate Term Loan Tranche
2 Commitments on such date.


 


“Term Loan Commitments”
means the Term Loan Tranche 1 Commitments and the Term Loan Tranche 2 Commitments. For the avoidance of doubt, the aggregate Term Loan
Commitments of all Lenders on the Closing Date is $50,000,000.


 


“Term Loan Tranche
1” has the meaning set forth in Section 2.1(a)(i)(A)


 


“Term Loan Tranche
1 Commitment Amount” means, with respect to each Lender, the amount set forth opposite such Lender’s name on Annex A
hereto under the caption “Term Loan Tranche 1 Commitment Amount”, as amended from time to time to reflect any permitted and
effective assignments and as such amount may be reduced or terminated pursuant to this Agreement.


 


“Term Loan Tranche
1 Commitments” means the sum of each Lender’s Term Loan Tranche 1 Commitment Amount.


 


“Term Loan Tranche
2” has the meaning set forth in Section 2.1(a)(ii)(B).


 


“Term Loan Tranche
2 Activation Date” means June 30, 2022 unless the Term Loan Tranche 2 Commitment Termination Date has occurred prior thereto.


 


“Term Loan Tranche
2 Commitment Amount” means, with respect to each Lender, the amount set forth opposite such Lender’s name on Annex A
hereto under the caption “Term Loan Tranche 2 Commitment Amount”, as amended from time to time to reflect any permitted and
effective assignments and as such amount may be reduced or terminated pursuant to this Agreement.


 


“Term Loan Tranche
2 Commitment Termination Date” means the earlier of (a) February 15, 2024 and (b) the date on which Agent provides
notice to the Credit Parties, following the occurrence of an Event of Default (which has not been waived or cured as of the date such
notice is given), that the Term Loan Tranche 2 Commitments have been terminated.


 






    	 	31	 



     


    

 


“Term Loan Tranche
2 Commitments” means the sum of each Lender’s Term Loan Tranche 2 Commitment Amount.


 


“Term SOFR”
means the greater of (a) the forward-looking term rate for a period comparable to such Interest Period based on SOFR that is published
by the SOFR Administrator and is displayed on the SOFR Administrator’s Website at approximately the Reference Time for such Interest
Period plus 0.10% and (b) the Floor. Unless otherwise specified in any amendment to this Agreement entered into in accordance with
Section 12.21, in the event that a Benchmark Replacement with respect to Term SOFR is implemented, then all references herein to
Term SOFR shall be deemed references to such Benchmark Replacement.


 


“Termination Date”
means the earlier to occur of (a) the Maturity Date, (b) any date on which Agent accelerates the maturity of the Loans pursuant
to Section 10.2, or (c) the termination date stated in any notice of termination of this Agreement provided by Borrowers in
accordance with Section 2.12.


 


“Territory”
means North America.


 


“TRICARE”
means the program administered pursuant to 10 U.S.C. Section 1071 et. seq), Sections 1320a-7 and 1320a-7a of Title 42 of the
United States Code and the regulations promulgated pursuant to such statutes.


 


“UCC”
means the Uniform Commercial Code of the State of New York or of any other state the laws of which are required to be applied in connection
with the perfection of security interests in any Collateral.


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“United States”
means the United States of America.


 


“U.S. Guarantor”
means each Guarantor that is organized under the laws of the United States, any state thereof or the District of Columbia.


 


“U.S. Tax Compliance
Certificate” has the meaning set forth in Section 2.8(c)(i).


 


“Withholding Agent”
means any Borrower or Agent.


 


“Write-Down and
Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of
the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any
UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into
shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect
as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In
Legislation that are related to or ancillary to any of those powers.


 






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Section 1.2     Accounting
Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and
all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP applied
on a basis consistent with the most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries
delivered to Agent and each of the Lenders on or prior to the Closing Date. If at any time any change in GAAP would affect the computation
of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall
so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, however, that
until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein
and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement
which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in
GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed,
and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of
Financial Accounting Standards, ASC 825 “Financial Instruments” (or any other Financial Accounting Standard having a similar
result or effect) to value any Debt or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”,
as defined therein.


 


Section 1.3         Other
Definitional and Interpretive Provisions. References in this Agreement to “Articles”, “Sections”, “Annexes”,
 “Exhibits”, or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement
unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes”
and “including” shall be deemed to be followed by “without limitation”. Except as otherwise specified or limited
herein, references to any Person include the successors and assigns of such Person. References “from” or “through”
any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. References
to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations.
All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any statute
or act, without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement,
instrument or document shall include all schedules, exhibits, annexes and other attachments thereto. References to capitalized terms
that are not defined herein, but are defined in the UCC, shall have the meanings given them in the UCC. All references herein to times
of day shall be references to daylight or standard time, as applicable. All references herein to a merger, transfer, consolidation, amalgamation,
assignment, sale or transfer, or analogous term, will be construed to mean also a division of or by a limited liability company, as if
it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable. Any series of
limited liability company shall be considered a separate Person.


 


Section 1.4         Settlement
and Funding Mechanics. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among
the parties hereto shall be made in lawful money of the United States and in immediately available funds.


 


Section 1.5         Time
is of the Essence. Time is of the essence in Borrower’s and each other Credit Party’s performance under this Agreement
and all other Financing Documents.


 






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Section 1.6         Time
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight savings or
standard, as applicable).


 


Article 2
- LOANS


 


Section 2.1         Loans.


 


(a)        Term
Loans.


 


(i)            Term
Loan Amounts.


 


(A)            On
the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 1
Commitment severally hereby agrees to make to Borrowers a Term Loan on the Closing Date in an original aggregate principal amount equal
to such Lender’s Term Loan Commitment Amount (collectively, the “Term Loan Tranche 1”). Each such Lender’s
obligation to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Amount, and no Lender
shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded.


 


(B)            On
the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2
Commitment severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche 2 Activation
Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date in an original aggregate principal amount equal to such Lender’s
Term Loan Tranche 2 Commitment Amount (collectively, the “Term Loan Tranche 2”). Each such Lender’s obligation
to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Amount, and no Lender shall have
any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. Unless previously terminated,
upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated
and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of
such total reduction in the Term Loan Commitments.


 


(C)            No
Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Each of the Term
Loan Tranche 1 and the Term Loan Tranche 2 may be funded in one advance in an aggregate amount not to exceed the Term Loan Tranche 1
Commitment Amount and the Term Loan Tranche 2 Commitment Amount, as applicable. Borrowers shall deliver to Agent a Notice of Borrowing
with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche
1 borrowing, no later than 12:00 P.M. (Eastern time) on the Closing Date and (ii) in the case of a Term Loan Tranche 2 borrowing,
no later than 12:00 P.M. (Eastern time) ten (10) Business Days (or such shorter period as may be agreed by Agent and the Lenders)
prior to such proposed borrowing.


 


 





(ii)            Scheduled
Repayments; Mandatory Prepayments; Optional Prepayments.


 


(A)            There
shall become due and payable, and Borrowers shall repay the Term Loan through, scheduled payments as set forth on Schedule 2.1
attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of the Term Loan shall become
immediately due and payable in full on the Termination Date.


 






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(B)           There
shall become due and payable and Borrowers shall prepay each Term Loan in the following amounts and at the following times:


 


(i)            Unless
Agent shall otherwise consent in writing, on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty
proceeds in excess of $250,000 with respect to assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%)
of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted
Debt and encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply
to the Obligations;


 


(ii)           an
amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied
to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and


 


(iii)          unless
Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made
in the Ordinary Course of Business, an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition
(net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and
encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations.


 


Notwithstanding the
foregoing and so long as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $250,000 and less
than $1,000,000 may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds to replace or repair
any assets in respect of which such proceeds were paid so long as such proceeds are deposited into a Deposit Account that is subject
to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions
that are not made in the Ordinary Course of Business may be used by Borrowers within one hundred eighty (180) days from the receipt of
such proceeds to purchase new or replacement assets, provided, however, that such proceeds are deposited into a Deposit Account that
is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment
as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled
with the general funds of Agent.


 


(C)           Borrowers
may from time to time, with at least ten (10) Business Days prior written notice (which notice may be conditioned on the closing
of a refinancing or other applicable transaction), prepay the Term Loan in whole but not in part (other than mandatory partial prepayments
required under this Agreement); provided, however, that each such prepayment shall be accompanied by all Prepayment Fees, exit
fees and any other applicable fees required hereunder or under any Fee Letter or other Financing Documents.


 






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(iii)           All
Prepayments. Except as this Agreement may specifically provide otherwise, all prepayments of the Term Loan shall be applied by Agent
to the Obligations in inverse order of maturity. The monthly payments required under Schedule 2.1 shall continue in the same
amount (for so long as the Term Loan and/or (if applicable) any advance thereunder shall remain outstanding) notwithstanding any partial
prepayment, whether mandatory or optional, of the Term Loan. Notwithstanding anything to the contrary contained in the foregoing, in
the event that there have been multiple advances under the Term Loan each of which such advances has a separate amortization schedule
of principal payments under Schedule 2.1 attached hereto, each prepayment of the Term Loan shall be applied by Agent to reduce
and prepay the principal balance of the earliest-made advance then outstanding in the inverse order of maturity of the scheduled payments
with respect to such advance until such earliest-made advance is paid in full (and to the extent the total amount of any such partial
prepayment shall exceed the outstanding principal balance of such earliest-made advance, the remainder of such prepayment shall be applied
successively to the remaining advances under the Term Loan in the direct order of the respective advance dates in the manner provided
for in this sentence).


 


Section 2.2             Interest, Interest
Calculations and Certain Fees.


 


(a)            Interest.


 


(i)             From
and following the Closing Date, except as expressly set forth in this Agreement, Loans and the other Obligations shall bear interest
at the sum of the SOFR Interest Rate plus the Applicable Margin. Interest on the Loans shall be monthly paid in arrears on the
first (1st) day of each month and on the maturity of such Loans, whether by acceleration or otherwise. Interest on all other Obligations
shall be payable upon demand.


 


(ii)            In
the event one or more of the following events occurs with respect to Term SOFR: (a) a public statement or publication of information
by or on behalf of the SOFR Administrator announcing that the SOFR Administrator has ceased or will cease to provide Term SOFR for a
1-month period, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide Term SOFR for a 1-month period; (b) a public statement or publication of information by the regulatory
supervisor for the SOFR Administrator, the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official or resolution
authority with jurisdiction over the SOFR Administrator, or a court or an entity with similar insolvency or resolution authority, which
states that the SOFR Administrator has ceased or will cease to provide Term SOFR for a 1-month period permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide Term SOFR for a
1-month period; or (c) a public statement or publication of information by the regulatory supervisor for the SOFR Administrator
announcing that Term SOFR for a 1-month period is no longer, or as of a specified future date will no longer be, representative and Agent
has provided Borrower Representative with notice of the same, any outstanding affected SOFR Loans will be deemed to have been converted
to Base Rate Loan at the end of the applicable Interest Period.


 


(iii)           In
connection with Term SOFR, Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the
contrary herein or in any other Financing Document, any amendments implementing such Conforming Changes will become effective without
any further action or consent of any other party to this Agreement or any other Financing Document. Agent will promptly notify Borrower
Representative and the Lenders of the effectiveness of any Conforming Changes.


 






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(b)            Fee
Letter. In addition to the other fees set forth herein, the Borrowers agree to pay Agent the fees set forth in each Fee Letter.


 


(c)            Prepayment
Fee. If any advance under the Term Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment
by Borrower, by mandatory prepayment by Borrower (other than a mandatory prepayment described in the second to last sentence of this
Section 2.2(c)), by reason of the occurrence of an Event of Default or otherwise, or if the Term Loan shall become accelerated (including
any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and
payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for
the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “Prepayment Fee”)
calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount
being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (x) three
percent (3.00%) for the first year following the Closing Date, (y) two percent (2.00%) for the second year following the Closing
Date, and (y) one percent (1.00%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers
if such payments were required by Agent to be made pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty
proceeds), subpart (ii) (relating to payments exceeding the Maximum Lawful Rate), or in connection with any acceleration of the
Obligations based solely upon a breach of the covenant set forth in Section 6.1 for the period ended December 31, 2022. All
fees payable pursuant to this paragraph shall be deemed fully earned as of the Closing Date and non-refundable once paid.


 


(d)            Audit
Fees. Borrowers shall pay to Agent, for its own account and not for the benefit of any other Lenders, all reasonable and documented
fees and expenses in connection with audits and inspections of Borrowers’ books and records, audits, valuations or appraisals of
the Collateral, audits of Borrowers’ compliance with applicable Laws and such other matters as Agent in its good faith credit judgment
and discretion shall deem appropriate, which shall be due and payable on the first Business Day of the month following the date of issuance
by Agent of a written request for payment thereof to Borrowers, subject to the limitations set forth in Section 4.6.


 


(e)            Wire
Fees. Borrowers shall pay to Agent, for its own account and not for the account of any other Lenders, on written demand, fees for
incoming and outgoing wires made for the account of Borrowers, such fees to be based on Agent’s then current wire fee schedule
(available upon written request of the Borrowers).


 


(f)             Late
Charges. If payments of principal (other than a final installment of principal upon the Termination Date), interest due on the Obligations,
or any other amounts due hereunder or under the other Financing Documents are not timely made and remain overdue for a period of five
(5) days, Borrowers, without notice or demand by Agent, promptly shall pay to Agent, for its own account and not for the benefit
of any other Lenders, as additional compensation to Agent in administering the Obligations, an amount equal to two percent (2.0%) of
each delinquent payment.


 


(g)            Computation
of Interest and Related Fees. All interest and fees under each Financing Document shall be calculated on the basis of a 360-day year
for the actual number of days elapsed. The date of funding of a Loan shall be included in the calculation of interest. The date of payment
of a Loan shall be excluded from the calculation of interest. If a Loan is repaid on the same day that it is made, one (1) day’s
interest shall be charged.


 






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(h)            Automated
Clearing House Payments. If Agent (or its designated servicer or trustee on behalf of a securitization vehicle) so elects, monthly
payments of principal, interest, fees, expenses or any other amounts due and owing from Borrower to Agent hereunder shall be paid to
Agent by Automated Clearing House debit of immediately available funds from the financial institution account designated by Borrower
Representative in the Automated Clearing House debit authorization executed by Borrowers or Borrower Representative in connection with
this Agreement, and shall be effective upon receipt. Borrowers shall execute any and all forms and documentation necessary from time
to time to effectuate such automatic debiting. In no event shall any such payments be refunded to Borrowers.


 


Section 2.3             Notes.
The portion of the Loans made by each Lender shall be evidenced, if so requested by such Lender, by one or more promissory notes executed
by Borrowers on a joint and several basis (each, a “Note”) in an original principal amount equal to such Lender’s
Term Loan Commitments.


 


Section 2.4             Reserved.


 


Section 2.5             Reserved.


 


Section 2.6             General
Provisions Regarding Payment; Loan Account.


 


(a)            All
payments to be made by each Borrower under any Financing Document, including payments of principal and interest made hereunder and pursuant
to any other Financing Document, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or
counterclaim. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable
rate during such extension (it being understood and agreed that, solely for purposes of calculating financial covenants and computations
contained herein and determining compliance therewith, if payment is made, in full, on any such extended due date, such payment shall
be deemed to have been paid on the original due date without giving effect to any extension thereto). Any payments received in the Payment
Account before 12:00 Noon (Eastern time) on any date shall be deemed received by Agent on such date, and any payments received in
the Payment Account at or after 12:00 Noon (Eastern time) on any date shall be deemed received by Agent on the next succeeding Business
Day.


 


(b)            Agent
shall maintain a loan account (the “Loan Account”) on its books to record Loans and other extensions of credit made
by the Lenders hereunder or under any other Financing Document, and all payments thereon made by each Borrower. All entries in the Loan
Account shall be made in accordance with Agent’s customary accounting practices as in effect from time to time. The balance in
the Loan Account, as recorded in Agent’s books and records at any time shall be conclusive and binding evidence of the amounts
due and owing to Agent by each Borrower absent manifest error; provided, however, that any failure to so record or any
error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any other
Financing Document. Agent shall endeavor to provide Borrowers with a monthly statement regarding the Loan Account (but neither Agent
nor any Lender shall have any liability if Agent shall fail to provide any such statement). Unless any Borrower notifies Agent of any
objection to any such statement (specifically describing the basis for such objection) within one hundred twenty (120) days after the
date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrowers in all respects as to all matters reflected
therein.


 






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Section 2.7             Maximum
Interest. In no event shall the interest charged with respect to the Loans or any other Obligations of any Borrower under any Financing
Document exceed the maximum amount permitted under the laws of the State of New York or of any other applicable jurisdiction. Notwithstanding
anything to the contrary herein or elsewhere, if at any time the rate of interest payable hereunder or under any Note or other Financing
Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged
(the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest
payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is
less than the Maximum Lawful Rate, each Borrower shall, to the extent permitted by applicable Law, continue to pay interest at the Maximum
Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated
Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated
Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In
no event shall the total interest received by any Lender exceed the amount which it could lawfully have received had the interest been
calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest
hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of the
Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such
excess or part thereof remaining shall be paid to Borrowers. In computing interest payable with reference to the Maximum Lawful Rate
applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number
of days in the year in which such calculation is made.


 


Section 2.8             Taxes;
Capital Adequacy; Increased Costs; Inability to Determine Rates; Illegality.


 


(a)            All
payments of principal and interest on the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction
for any present or future Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion
of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then
the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted
or withheld to the relevant Governmental Authority in accordance with applicable Law and if any such withholding or deduction is in respect
of any Indemnified Taxes, then the Borrowers shall pay such additional amount or amounts as is necessary to ensure that after such deduction
or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.8)
the net amount actually received by Agent and each Lender will equal the full amount Agent and such Lender would have received had no
such withholding or deduction been required. After payment of any Tax by a Borrower to a Governmental Authority pursuant to this Section 2.8,
such Borrower shall promptly forward to Agent the original or a certified copy of an official receipt, a copy of the return reporting
such payment, or other documentation reasonably satisfactory to Agent evidencing such payment to such authority. Borrowers shall timely
pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Agent timely reimburse it for the payment
of, any Other Taxes.


 


(b)            The
Borrowers shall indemnify Agent and Lenders, within ten (10) Business Days after demand thereof, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.8) payable or
paid by Agent or any Lender or required to be withheld or deducted from a payment to Agent or any Lender and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes and Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate providing reasonable detail as to the amount of such payment or liability
delivered to Borrowers by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error.


 






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(c)            Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Financing Document
shall deliver to Borrower Representative and Agent, at the time or times prescribed by applicable Law or reasonably requested by Borrower
Representative or Agent, such properly completed and executed documentation reasonably requested by Borrower Representative or Agent
as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by Borrower Representative or Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested
by Borrowers or Agent as will enable Borrowers or Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission
of such documentation (other than such documentation set forth in Sections 2.8(c)(i), 2.8(c)(ii) and 2.8(c)(iv) below)
shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender
to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(i)             Each
Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal
income tax purposes and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 11.17(a) after
the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign
Lender”) shall, to the extent permitted by applicable Law, execute and deliver to Borrower Representative and Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or Agent) whichever of the
following is applicable:


 


(A)            in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect
to payments of interest under any Financing Document, two (2) properly completed and executed originals of United States Internal
Revenue Service (“IRS”) Forms W-8BEN or W-8BEN-E (or successor form) establishing an exemption from, or reduction
of, U.S. federal withholding tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other
applicable payments under any Financing Documents, two (2) properly completed and executed originals of IRS Forms W-8BEN or W-8BEN-E
(or successor form) establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits”
or “other income” article of such tax treaty;


 


(B)            two
(2) executed originals of Form W-8ECI (or successor form);


 


(C)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) two (2) executed originals of IRS Forms W-8BEN or
W-8BEN-E (or successor form);


 






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(D)            to
the extent a Foreign Lender is not the beneficial owner, two (2) executed originals of IRS Form W-8IMY, accompanied by IRS
Form W-8ECI, IRS Form W-8BEN or W-8BEN-E (or successor form), a U.S. Tax Compliance Certificate substantially in the form
of Exhibit E-2 or Exhibit E-3, IRS Form W-9 (or successor form), and/or other certification documents
from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect
partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance
Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner; or


 


(E)            other
applicable forms, certificates or documents prescribed by the IRS.


 


(ii)            Each
Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal
income tax purposes and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 11.17(a) after
the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall, to the extent permitted
by applicable Law, provide to Borrower Representative and Agent on or prior to the date on which such Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or Agent), a properly completed
and executed IRS Form W-9 or any successor form certifying as to such Lender’s entitlement to an exemption from U.S. backup
withholding and other applicable forms, certificates or documents prescribed by the IRS or reasonably requested by Borrower Representative
or Agent.


 


(iii)           Any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower Representative and Agent (in such number of
copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower Representative or Agent), executed copies of any other
form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable Law to permit Borrowers or Agent to determine the withholding
or deduction required to be made.


 


(iv)           If
a payment made to a Lender under any Financing Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to Borrower Representative and Agent at the time or times prescribed
by applicable Law and at such time or times reasonably requested by Borrower Representative or Agent such documentation prescribed by
applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by Borrower Representative or Agent as may be necessary for Borrowers and Agent to comply with their obligations under FATCA
and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct
and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA
after the date of this Agreement.


 






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(d)            Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.8(c) expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower Representative and Agent
in writing of its legal inability to do so. If any Lender or Agent determines, in its sole discretion exercised in good faith, that it
has received a refund in respect of any Taxes as to which it has been indemnified by any Borrower pursuant to this Section 2.8 (including
by the payment of additional amounts pursuant to this Section 2.8), then it shall promptly pay an amount equal to such refund to
Borrowers, net of all reasonable out-of-pocket expenses of such Lender or of Agent with respect thereto, including any Taxes; provided,
however, that Borrowers, upon the written request of such Lender or Agent, agree to repay any amount paid over to Borrowers to
such Lender or to Agent (plus any related penalties, interest or other charges imposed by the relevant Governmental Authority) in the
event such Lender or Agent is required, for any reason, to disgorge or otherwise repay such refund. Notwithstanding anything to the contrary
in this Section 2.8, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this
Section 2.8(d) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified
party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.8 shall
not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that
it deems confidential) to the indemnifying party or any other Person.


 


(e)            Each
Lender shall severally indemnify Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable
to such Lender (but only to the extent that any Credit Party has not already indemnified Agent for such Indemnified Taxes and without
limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with
the provisions of Section 11.17 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable
to such Lender, in each case, that are payable or paid by Agent in connection with any Financing Document, and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender under any Financing
Document or otherwise payable by Agent to such Lender from any other source against any amount due to Agent under this paragraph (f).


 


(f)             If
any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy,
in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof
by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof,
or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy
(whether or not having the force of Law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking
effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling
Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such
controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance
(taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from
time to time, upon demand by such Lender (which demand shall be accompanied by a certificate setting forth the basis for such demand
and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrowers shall promptly
pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such
amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which such Lender first made demand
therefor; provided that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all
requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III,
shall in each case be deemed to be a “change in applicable Law”, regardless of the date enacted, adopted or issued. This
Section 2.8(f) shall not apply with respect to Indemnified Taxes, Other Taxes or Excluded Taxes, which shall be governed exclusively
by Section 2.8(a) through (e).


 






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(g)            If
any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law shall (i) impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for the account of, or credit extended or participated in by, any Lender, (ii) subject any Lender to any Tax with respect
to this Agreement, or any SOFR Loan made by it (except for (w) Connection Income Taxes, (x) Indemnified Taxes, (y) Other
Taxes, and (z) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes); or (iii) impose on
any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or SOFR Loans made by such Lender, and the
result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is
determined by reference to Term SOFR (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received
or receivable by such Lender (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrowers will
pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.


 


(h)            If
any Lender requests compensation under Section 2.8(f) or 2.8(g), or requires Borrowers to pay Indemnified Taxes or any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.8, then such Lender shall
use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder (subject to the provisions of Section 11.17) to another of its offices, branches or affiliates, if, in the
reasonable judgment of such Lender, such designation or assignment (i) would eliminate or materially reduce amounts payable pursuant
to any such Section, as the case may be, in the future, (ii) would not subject such Lender to any unreimbursed cost or expense and
(iii) would not otherwise be disadvantageous to such Lender (as determined in its sole good faith discretion). Without limitation
of the provisions of Section 12.14, each Borrower hereby agrees to pay all reasonable and documented, out-of-pocket costs and expenses
incurred by any Lender in connection with any such designation or assignment.


 


(i)             Subject
to Section 12.21, if Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR
cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period, Agent will promptly so notify
the Borrowers and each Lender. Upon notice thereof by Agent to Borrowers, any obligation of the Lenders to make SOFR Loans shall be suspended
until Agent revokes such notice. Upon receipt of such notice, any outstanding affected SOFR Loans will be deemed to have been converted
into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, Borrower shall also pay any additional amounts
required pursuant to this Agreement.


 


(j)             If
any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any
Lender or its applicable lending office to make, maintain or fund SOFR Loans, or to determine or charge interest rates based upon Term
SOFR, then, upon notice thereof by such Lender to Borrowers (through Agent), any obligation of such Lender to make SOFR Loans shall be
suspended, in each case until such Lender notifies Agent and Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, all SOFR Loans shall become Base Rate Loans. Upon any such conversion, Borrower shall also pay any
additional amounts required pursuant to this Agreement.


 






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(k)            Each
party’s obligations under this Section 2.8 shall survive the resignation or replacement of Agent or any assignment of rights
by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all Obligations hereunder.


 


Section 2.9             Appointment
of Borrower Representative.


 


(a)            Each
Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive
Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect
to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the
other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of
any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such
bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative
may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at
any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account
of such Borrower.


 


(b)            Borrower
Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9.
Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for
the account of a Borrower, shall be remitted or issued to or for the account of such Borrower.


 


(c)            Each
Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other
notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing
Documents.


 


(d)            Any
notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative
shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable
against such Borrower to the same extent as if made or delivered directly by such Borrower.


 


(e)            No
resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective,
except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement,
Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable
to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower
Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower
Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents,
and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon
terminated.


 






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Section 2.10           Joint
and Several Liability; Rights of Contribution; Subordination and Subrogation.


 


(a)            Borrowers
are defined collectively to include all Persons named as one of the Borrowers herein; provided, however, that any references herein
to “any Borrower”, “each Borrower” or similar references, shall be construed as a reference to each individual
Person named as one of the Borrowers herein. Each Person so named shall be jointly and severally liable for all of the obligations of
Borrowers under this Agreement. Each Borrower, individually, expressly understands, agrees and acknowledges, that the credit facilities
would not be made available on the terms herein in the absence of the collective credit of all of the Persons named as the Borrowers
herein, the joint and several liability of all such Persons, and the cross-collateralization of the collateral of all such Persons. Accordingly,
each Borrower individually acknowledges that the benefit to each of the Persons named as one of the Borrowers as a whole constitutes
reasonably equivalent value, regardless of the amount of the credit facilities actually borrowed by, advanced to, or the amount of collateral
provided by, any individual Borrower. In addition, each entity named as one of the Borrowers herein hereby acknowledges and agrees that
all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in this Agreement shall
be applicable to and shall be binding upon and measured and enforceable individually against each Person named as one of the Borrowers
herein as well as all such Persons when taken together. By way of illustration, but without limiting the generality of the foregoing,
the terms of Section 10.1 of this Agreement are to be applied to each individual Person named as one of the Borrowers herein (as
well as to all such Persons taken as a whole), such that the occurrence of any of the events described in Section 10.1 of this Agreement
as to any Person named as one of the Borrowers herein shall constitute an Event of Default even if such event has not occurred as to
any other Persons named as the Borrowers or as to all such Persons taken as a whole.


 


(b)            Notwithstanding
any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the liability of each Borrower
for the Obligations and the Liens granted by Borrowers to secure the Obligations, not constitute a Fraudulent Conveyance (as defined
below). Consequently, Agent, Lenders and each Borrower agree that if the liability of a Borrower for the Obligations, or any Liens granted
by such Borrower securing the Obligations would, but for the application of this sentence, constitute a Fraudulent Conveyance, the liability
of such Borrower and the Liens securing such liability shall be valid and enforceable only to the maximum extent that would not cause
such liability or such Lien to constitute a Fraudulent Conveyance, and the liability of such Borrower and this Agreement shall automatically
be deemed to have been amended accordingly. For purposes hereof, the term “Fraudulent Conveyance” means a fraudulent
conveyance under Section 548 of Chapter 11 of Title II of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer
under the applicable provisions of any fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other
governmental unit, as in effect from time to time.


 


(c)            Agent
is hereby authorized, without notice or demand (except as otherwise specifically required under this Agreement) and without affecting
the liability of any Borrower hereunder, at any time and from time to time, to (i) renew, extend or otherwise increase the time
for payment of the Obligations; (ii) with the written agreement of any Borrower, change the terms relating to the Obligations or
otherwise modify, amend or change the terms of any Note or other agreement, document or instrument now or hereafter executed by any Borrower
and delivered to Agent for any Lender; (iii) accept partial payments of the Obligations; (iv) take and hold any Collateral
for the payment of the Obligations or for the payment of any guaranties of the Obligations and exchange, enforce, waive and release any
such Collateral; (v) apply any such Collateral and direct the order or manner of sale thereof as Agent, in its sole discretion,
may determine; and (vi) settle, release, compromise, collect or otherwise liquidate the Obligations and any Collateral therefor
in any manner, all guarantor and surety defenses being hereby waived by each Borrower. Without limitations of the foregoing, with respect
to the Obligations, each Borrower hereby makes and adopts each of the agreements and waivers set forth in each Guarantee, the same being
incorporated hereby by reference. Except as specifically provided in this Agreement or any of the other Financing Documents, Agent shall
have the exclusive right to determine the time and manner of application of any payments or credits, whether received from any Borrower
or any other source, and such determination shall be binding on all Borrowers. All such payments and credits may be applied, reversed
and reapplied, in whole or in part, to any of the Obligations that Agent shall determine, in its sole discretion, without affecting the
validity or enforceability of the Obligations of the other Borrower.


 






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(d)            Each
Borrower hereby agrees that, except as hereinafter provided, its obligations hereunder shall be unconditional, irrespective of (i) the
absence of any attempt to collect the Obligations from any obligor or other action to enforce the same; (ii) the waiver or consent
by Agent with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement heretofore,
now or hereafter executed by a Borrower and delivered to Agent; (iii) failure by Agent to take any steps to perfect and maintain
its security interest in, or to preserve its rights to, any security or collateral for the Obligations; (iv) the institution of
any proceeding under the Bankruptcy Code, or any similar proceeding, by or against a Borrower or Agent’s election in any such proceeding
of the application of Section 1111(b)(2) of the Bankruptcy Code; (v) any borrowing or grant of a security interest by
a Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code; (vi) the disallowance, under Section 502
of the Bankruptcy Code, of all or any portion of Agent’s claim(s) for repayment of any of the Obligations; or (vii) any
other circumstance other than payment in full of the Obligations which might otherwise constitute a legal or equitable discharge or defense
of a guarantor or surety.


 


(e)            Borrowers
hereby agree, as between themselves, that to the extent that Agent, on behalf of Lenders, shall have received from any Borrower any Recovery
Amount (as defined below), then the paying Borrower shall have a right of contribution against each other Borrower in an amount equal
to such other Borrower’s contributive share of such Recovery Amount; provided, however, that in the event any Borrower suffers
a Deficiency Amount (as defined below), then the Borrower suffering the Deficiency Amount shall be entitled to seek and receive contribution
from and against the other Borrowers in an amount equal to the Deficiency Amount; and provided, further, that in no event shall
the aggregate amounts so reimbursed by reason of the contribution of any Borrower equal or exceed an amount that would, if paid, constitute
or result in Fraudulent Conveyance. Until all Obligations have been paid and satisfied in full, no payment made by or for the account
of a Borrower including, without limitation, (i) a payment made by such Borrower on behalf of the liabilities of any other Borrower,
or (ii) a payment made by any other Guarantor under any Guarantee, shall entitle such Borrower, by subrogation or otherwise, to
any payment from such other Borrower or from or out of such other Borrower’s property. The right of each Borrower to receive any
contribution under this Section 2.10(e) or by subrogation or otherwise from any other Borrower shall be subordinate in right
of payment to the Obligations and such Borrower shall not exercise any right or remedy against such other Borrower or any property of
such other Borrower by reason of any performance of such Borrower of its joint and several obligations hereunder, until the Obligations
have been indefeasibly paid and satisfied in full, and no Borrower shall exercise any right or remedy with respect to this Section 2.10(e) until
the Obligations have been indefeasibly paid and satisfied in full. As used in this Section 2.10(e), the term “Recovery
Amount” means the amount of proceeds received by or credited to Agent from the exercise of any remedy of the Lenders under
this Agreement or the other Financing Documents, including, without limitation, the sale of any Collateral. As used in this Section 2.10(e),
the term “Deficiency Amount” means any amount that is less than the entire amount a Borrower is entitled to receive
by way of contribution or subrogation from, but that has not been paid by, the other Borrowers in respect of any Recovery Amount attributable
to the Borrower entitled to contribution, until the Deficiency Amount has been reduced to Zero Dollars ($0) through contributions and
reimbursements made under the terms of this Section 2.10(e) or otherwise.


 






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Section 2.11           Reserved.


 


Section 2.12           Termination;
Restriction on Termination.


 


(a)            Termination
by Lenders. In addition to the rights set forth in Section 10.2, Agent may, and at the direction of Required Lenders shall,
terminate this Agreement without notice upon or after the occurrence and during the continuance of an Event of Default.


 


(b)            Termination
by Borrowers. Upon at least ten (10) Business Days’ prior written notice and pursuant to payoff documentation in form
and substance reasonably satisfactory to Agent and Lenders, Borrowers may, at their option, terminate this Agreement; provided, however,
that no such termination shall be effective until Borrowers have complied with Section 2.12(c) and the Obligations,
including the payment of all fees due and owing under any Fee Letter, are paid in full (other than inchoate indemnification obligations
for which no claim has yet been made). Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise
agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice. Borrowers
may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated
singly.


 


(c)            Effectiveness
of Termination. All of the Obligations shall be immediately due and payable upon the Termination Date. All undertakings, agreements,
covenants, warranties and representations of the Credit Parties contained in the Financing Documents shall survive any such termination
and Agent shall retain its Liens in the Collateral and Agent and each Lender shall retain all of its rights and remedies under the Financing
Documents notwithstanding such termination until all Obligations have been discharged or paid, in full, in immediately available funds,
including, without limitation, all Obligations under Section 2.2 and the terms of any Fee Letter resulting from such termination
(in each case, other than inchoate indemnification obligations for which no claim has yet been made). Upon the payment in full, in cash
in immediately available funds, of all Obligations and the termination of the Term Loan Commitments, as Borrower Representative may reasonably
request, Agent shall, at Borrowers’ sole cost and expense, execute and deliver such documents evidencing the release and termination
of the security interest in the Collateral granted under this Agreement and the other Financing Documents pursuant to and in accordance
with the terms of any applicable payoff documentation.


 


Article 3
- REPRESENTATIONS AND WARRANTIES


 


To induce Agent and Lenders
to enter into this Agreement and to make the Loans and other credit accommodations contemplated hereby, each Borrower hereby represents
and warrants to Agent and each Lender that:


 


Section 3.1             Existence
and Power. Each Credit Party (a) is an entity as specified on Schedule 3.1, (b) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization specified on Schedule 3.1, (c) has
the same legal name as it appears in such Credit Party’s Organizational Documents and an organizational identification number (if
any), in each case as specified on Schedule 3.1, (d) has all powers to own its assets and has powers and all Permits
necessary or desirable in the operation of its business as presently conducted or as proposed to be conducted, except where the failure
to have such powers or Permits could not reasonably be expected to have a Material Adverse Effect, and (e) is qualified to do business
as a foreign entity in each jurisdiction in which it is required to be so qualified, which jurisdictions as of the Closing Date are specified
on Schedule 3.1, except in the case of this clause (e) where the failure to be so qualified could not reasonably be
expected to have a Material Adverse Effect. Except as set forth on Schedule 3.1, no Credit Party (x) has had, over the
five (5) year period preceding the Closing Date, any name other than its current name, or (y) was incorporated or organized
under the laws of any jurisdiction other than its current jurisdiction of incorporation or organization.


 






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Section 3.2             Organization
and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Financing Documents
to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational
Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority and (d) do not violate,
conflict with or cause a breach or a default under (i) any Law applicable to any Credit Party, (ii) any of the Organizational
Documents of any Credit Party, or (iii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches
or defaults as could not, with respect to this clause (iii), reasonably be expected to have a Material Adverse Effect.


 


Section 3.3             Binding
Effect. Each of the Financing Documents to which any Credit Party is a party constitutes a valid and binding agreement or instrument
of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by
general equitable principles. Each Financing Document has been duly executed and delivered by each Credit Party party thereto.


 


Section 3.4             Capitalization.
All issued and outstanding Equity Interests of each of the Credit Parties and their Subsidiaries are duly authorized and validly issued,
fully paid, nonassessable, and (except with respect to the Equity Interests of TELA Bio) free and clear of all Liens other than those
in favor of Agent for the benefit of Agent and Lenders, and such Equity Interests were issued in compliance with all applicable Laws.
The identity of the holders of the Equity Interests of each of the Credit Parties and their Subsidiaries (other than TELA Bio) and the
percentage of their fully-diluted ownership of the equity securities of each of the Credit Parties and their Subsidiaries as of the Closing
Date is set forth on Schedule 3.4. Except as set forth on Schedule 3.4, as of the Closing Date there are no preemptive
or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition
from any Credit Party of any Equity Interests of any such entity.


 


Section 3.5             Financial
Information. All information, taken together, delivered to Agent and pertaining to the financial condition of any Credit Party fairly
presents the financial position of such Credit Party as of such date in conformity with GAAP (and as to unaudited financial statements,
subject to normal year-end adjustments and the absence of footnote disclosures). Since December 31, 2021, there has been no (a) material
adverse change in the business, operations, properties, prospects or condition (financial or otherwise) of any Credit Party, and (b) no
fact, event or circumstance that could reasonably be expected to result in a Material Adverse Effect.


 


Section 3.6             Litigation.
Except as set forth on Schedule 3.6 as of the Closing Date, and except as hereafter disclosed to Agent in writing, there
is no Litigation pending against, or to such Borrower’s knowledge threatened against, any Credit Party or any of their Subsidiaries,
as to which there is a reasonable likelihood of an adverse determination and which, if adversely determined, would reasonably be
expected to result in any judgment or liability of more than Five Hundred Thousand Dollars ($500,000). There is no Litigation pending
in which an adverse decision could reasonably be expected to have a Material Adverse Effect or which in any manner draws into question
the validity of any of the Financing Documents.


 






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Section 3.7             Ownership
of Property. Each Borrower and its Subsidiaries are the lawful sole owner of, has good and marketable title to and is in lawful possession
of, or has valid leasehold interests in, all properties, accounts and other assets (real or personal, tangible, intangible or mixed)
purported or reported to be owned or leased (as the case may be) by such Person.


 


Section 3.8             No
Default. No Event of Default, or to such Borrower’s knowledge, Default, has occurred and is continuing. No Credit Party is
in breach or default under or with respect to any contract, agreement, lease or other instrument to which it is a party or by which its
property is bound or affected, which breach or default could reasonably be expected to have a Material Adverse Effect.


 


Section 3.9             Labor
Matters. As of the Closing Date, there are no strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened
in writing against any Credit Party, which could reasonably be expected to have a Material Adverse Effect. Hours worked and payments
made to the employees of the Credit Parties have not been in material violation of the Fair Labor Standards Act or any other applicable
Law dealing with such matters. All payments due from the Credit Parties, or for which any claim may be made against any of them, on account
of wages and employee and retiree health and welfare insurance and other benefits have been paid or accrued as a liability on their books,
as the case may be. The consummation of the transactions contemplated by the Financing Documents will not give rise to a right of termination
or right of renegotiation on the part of any union under any collective bargaining agreement to which it is a party or by which it is
bound, the result of which could reasonably be expected to have a Material Adverse Effect.


 


Section 3.10           Investment
Company Act. No Credit Party is an “investment company” or a company “controlled” by an “investment
company” or a “subsidiary” of an “investment company,” all within the meaning of the Investment Company
Act of 1940.


 


Section 3.11           Margin
Regulations.


 


(a)            The
Credit Parties and their Subsidiaries do not own any stock, partnership interest or other equity securities, except for Permitted Investments.
Without limiting the foregoing, the Credit Parties and their Subsidiaries do not own or hold any Margin Stock.


 


(b)            None
of the proceeds from the Loans have been or will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin
stock” (as defined in Regulation U of the Federal Reserve Board), for the purpose of reducing or retiring any indebtedness which
was originally incurred to purchase or carry any “margin stock” or for any other purpose which might cause any of the Loans
to be considered a “purpose credit” within the meaning of Regulation T, U or X of the Federal Reserve Board.


 


Section 3.12           Compliance
With Laws; Anti-Terrorism Laws.


 


(a)            Each
Credit Party is in compliance with the requirements of all applicable Laws, except for such noncompliance that could not reasonably be
expected to have a Material Adverse Effect.


 


(b)            None
of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates (i) is in violation of any Anti-Terrorism
Law, (ii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding,
or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, (iii) is a Blocked Person, or is controlled
by a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will become
associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or other services
to or in support of acts of terrorism of a Blocked Person. No Credit Party nor, to the knowledge of any Credit Party, any of its Affiliates
or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (A) conducts
any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person,
or (B) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive
Order No. 13224, any similar executive order or other Anti-Terrorism Law.


 






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Section 3.13           Taxes.
All federal and material state and local tax returns, reports and statements required to be filed by or on behalf of each Credit Party
have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are
required to be filed and, except to the extent subject to a Permitted Contest, all federal and material state and local Taxes (including
real property Taxes) and other charges shown to be due and payable in respect thereof have been timely paid prior to the date on which
any fine, penalty, interest, late charge or loss may be added thereto for nonpayment thereof. Except to the extent subject to a Permitted
Contest, all material state and local sales and use Taxes required to be paid by each Credit Party have been paid. All federal and state
returns have been filed by each Credit Party for all periods for which returns were due with respect to employee income tax withholding,
social security and unemployment taxes, and, except to the extent subject to a Permitted Contest, the amounts shown thereon to be due
and payable have been paid in full or adequate provisions therefor have been made.


 


Section 3.14           Compliance
with ERISA.


 


(a)            Except
as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each ERISA Plan (and
the related trusts and funding agreements) complies in form and in operation with, has been administered in compliance with, and the
terms of each ERISA Plan satisfy, the applicable requirements of ERISA and the Code; (ii) each ERISA Plan which is intended to be
qualified under Section 401(a) of the Code is so qualified, and the United States Internal Revenue Service has issued a favorable
determination, notification or opinion letter with respect to each such ERISA Plan which may be relied on currently; and (iii) no
Credit Party has incurred liability for any excise tax under any of Sections 4971 through 4980 and Section 5000 of the Code.


 


(b)            Except
as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Borrower and each Subsidiary
is in compliance with the applicable provisions of ERISA and the provision of the Code relating to ERISA Plans and the regulations and
published interpretations therein. During the thirty-six (36) month period prior to the Closing Date or the making of any Loan (i) no
steps have been taken to terminate any Pension Plan, and (ii) no contribution failure has occurred with respect to any Pension Plan
sufficient to give rise to a Lien under Section 303(k) of ERISA or Section 430(k) of the Code and no event has occurred
that would give rise to a Lien under Section 4068 of ERISA. No condition exists or event or transaction has occurred with respect
to any Pension Plan which could result in the incurrence by any Credit Party of any material liability, fine or penalty. No Credit Party
has incurred liability to the PBGC (other than for current premiums) with respect to any employee Pension Plan. All contributions (if
any) have been made on a timely basis to any Multiemployer Plan that are required to be made by any Credit Party or any other member
of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable Law; no Credit Party nor
any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Plan, incurred any withdrawal liability
with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from
any such plan, and no Credit Party nor any member of the Controlled Group has received any notice that any Multiemployer Plan is in reorganization,
that increased contributions may be required to avoid a reduction in plan benefits under any such plan or the imposition of any excise
tax with respect to the funding of any such plan, that any such plan is or has been funded at a rate less than that required under Section 412
of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.


 






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Section 3.15           Consummation
of Financing Documents; Brokers. Except as set forth on Schedule 3.15 on the Closing Date and except for fees payable to Agent
and/or Lenders, no broker, finder or other intermediary has brought about the obtaining, making or closing of the transactions contemplated
by the Financing Documents, and no Credit Party has or will have any obligation to any Person in respect of any finder’s or brokerage
fees, commissions or other expenses in connection herewith or therewith.


 


Section 3.16           Reserved.


 


Section 3.17           Material
Contracts. Except for the agreements set forth on Schedule 3.17, as of the Closing Date there are no Material Contracts.
The consummation of the transactions contemplated by the Financing Documents will not give rise to a right of termination in favor of
any party to any Material Contract (other than any Credit Party), except for such Material Contracts the noncompliance with which would
not reasonably be expected to have a Material Adverse Effect.


 


Section 3.18           Compliance
with Environmental Requirements; No Hazardous Materials. Except in each case as set forth on Schedule 3.18:


 


(a)            no
notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed,
no penalty has been assessed and no investigation or review is pending, or to such Borrower’s knowledge, threatened by any Governmental
Authority or other Person with respect to any (i) alleged violation by any Credit Party of any Environmental Law, (ii) alleged
failure by any Credit Party to have any Permits required in connection with the conduct of its business or to comply with the terms and
conditions thereof, (iii) any generation, treatment, storage, recycling, transportation or disposal of any Hazardous Materials,
or (iv) release of Hazardous Materials, except for, in each case of each of the foregoing clauses (i) through (iv), where the
failure to obtain such document could not reasonably be expected to have a Material Adverse Effect; and


 


(b)            no
property now owned or leased by any Credit Party and, to the knowledge of each Borrower, no such property previously owned or leased
by any Credit Party, to which any Credit Party has, directly or indirectly, transported or arranged for the transportation of any Hazardous
Materials, is listed or, to such Borrower’s knowledge, proposed for listing, on the National Priorities List promulgated pursuant
to CERCLA, or CERCLIS (as defined in CERCLA) or any similar state list or is the subject of federal, state or local enforcement actions
or, to the knowledge of such Borrower, other investigations which may lead to claims against any Credit Party for clean-up costs, remedial
work, damage to natural resources or personal injury claims, including, without limitation, claims under CERCLA, which claims could reasonably
be expected to have a Material Adverse Effect.


 


For purposes of this Section 3.18,
each Credit Party shall be deemed to include any business or business entity (including a corporation) that is, in whole or in part,
a predecessor of such Credit Party.


 


Section 3.19           Intellectual
Property and License Agreements. A list of all Registered Intellectual Property of each Credit Party and all material in-bound license
or sublicense agreements and exclusive out-bound license or sublicense agreements (but excluding in-bound licenses of over-the-counter
software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 4.15, is set
forth on Schedule 3.19. Schedule 3.19 shall be prepared by Borrower in the form provided by Agent and contain all information
required in such form. Except for Permitted Licenses, each Credit Party is the sole owner of all of its Material Intangible Assets free
and clear of any Liens. Each patent constituting a Material Intangible Asset is valid and enforceable and no part of the Material Intangible
Assets has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been
made that any part of the Intellectual Property violates the rights of any third party.


 






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Section 3.20           Solvency.
After giving effect to the Loan advance and the liabilities and obligations of each Borrower under the Financing Documents, each Borrower
and each additional Credit Party is Solvent.


 


Section 3.21           Full
Disclosure. None of the written information (financial or otherwise) furnished by or on behalf of any Credit Party to Agent or any
Lender in connection with the consummation of the transactions contemplated by the Financing Documents, contains any untrue statement
of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light
of the circumstances under which such statements were made. All financial projections delivered to Agent and the Lenders by Borrowers
(or their agents) have been prepared on the basis of the assumptions stated therein. Such projections represent each Borrower’s
best estimate of such Borrower’s future financial performance and such assumptions are believed by such Borrower to be fair and
reasonable in light of current business conditions; provided, however, that Borrowers can give no assurance that such projections
will be attained.


 


Section 3.22           Reserved.


 


Section 3.23           Subsidiaries.
Borrowers do not own any stock, partnership interests, limited liability company interests or other equity securities or Subsidiaries
except for Permitted Investments.


 


Section 3.24           Regulatory
Matters.            .


 


(a)            All
of Borrower’s and its Subsidiaries’ material Products and material Regulatory Required Permits are listed on Schedule
4.17 on the Closing Date. With respect to each material Product, (i) Borrower and its Subsidiaries have received, and such material
Product is the subject of, all Regulatory Required Permits needed in connection with the testing, manufacture, marketing or sale of such
material Product as currently being conducted by or on behalf of Borrower, and have provided Agent with all notices and other information
required by Section 4.1, and (ii) such material Product is being tested, manufactured, marketed or sold, as the case may be,
in material compliance with all applicable Laws and Regulatory Required Permits.


 


(b)            None
of the Borrowers or any Subsidiary thereof are in violation of any Healthcare Law, except where any such violation could not reasonably
be expected to result in a Material Adverse Effect.


 


(c)            No
Borrower or any Subsidiary thereof receives any payments from Medicare, Medicaid, or TRICARE.


 


(d)            None
of the Borrower’s or its Subsidiaries’ officers, directors, employees, shareholders, their agents or affiliates has made
an untrue statement of material fact or fraudulent statement to the FDA or failed to disclose a material fact required to be disclosed
to the FDA, committed an act, made a statement, or failed to make a statement that could reasonably be expected to provide a basis for
the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” set
forth in 56 Fed. Regulation 46191 (September 10, 1991).


 






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(e)            Each
material Product (i) is not adulterated or misbranded within the meaning of the FDCA; (ii) is not an article prohibited from
introduction into interstate commerce under the provisions of Sections 404, 505 or 512 of the FDCA; (iii) has been and/or shall
be manufactured, imported, possessed, owned, warehoused, marketed, promoted, sold, labeled, furnished, distributed and marketed and each
service has been conducted in accordance with all applicable Permits and Laws; and (iv) has been and/or shall be manufactured in
accordance with Good Manufacturing Practices, in each case, in all material respects.


 


(f)            No
Borrower, nor any Subsidiary thereof, is subject to any proceeding, suit or, to any Borrower’s knowledge, investigation by any
federal, state or local government or quasi-governmental body, agency, board or authority or any other administrative or investigative
body (including the Office of the Inspector General of the United States Department of Health and Human Services): (i) which may
result in the imposition of a fine, alternative, interim or final sanction, a lower reimbursement rate for services rendered to eligible
patients which has not been provided for on their respective financial statements, or which could have a Material Adverse Effect; or
(ii) which could reasonably be expected to result in the revocation, transfer, surrender, suspension or other impairment of any
material Permits of Borrower or any Subsidiary thereof.


 


(g)            As
of the Closing Date, there have been no Regulatory Reporting Events.


 


Section 3.25           Accuracy
of Schedules. All information set forth in the Schedules to this Agreement is true, accurate and complete in all material respects
as of the Closing Date. All information set forth in the Perfection Certificate is true, accurate and complete in all material respects
as of the Closing Date.


 


Section 3.26           Senior
Indebtedness Status. The Obligations of each Credit Party under this Agreement and each of the other Financing Documents ranks and
shall continue to rank at least senior in priority of payment to all Debt that is contractually subordinated to the Obligations of each
such Person under this Agreement and is designated as “Senior Indebtedness” (or an equivalent term) under all instruments
and documents, now or in the future, relating to all Debt that is contractually subordinated to the Obligations under this Agreement
of each such Person.


 


Article 4
- AFFIRMATIVE COVENANTS


 


Each Borrower agrees that:


 


Section 4.1             Financial
Statements and Other Reports. Each Borrower will deliver to Agent:


 


(a)            as
soon as available, but no later than forty-five (45) days after the last day of each of the first three fiscal quarters of TELA Bio’s
fiscal year, a company prepared consolidated (and, upon Agent’s request, consolidating) balance sheet, cash flow and income statement
(including year-to-date results) covering TELA Bio’s and its Consolidated Subsidiaries’ consolidated operations during the
period, prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnote disclosures), consistently
applied, setting forth in comparative form the corresponding figures as at the end of the corresponding fiscal quarter of the previous
fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified
by a Responsible Officer and in a form reasonably acceptable to Agent; provided, that the filing by TELA Bio of its quarterly report
with the SEC on Form 10-Q for such fiscal quarter shall be deemed to satisfy the requirements of this Section 4.1(a);


 


(b)            Reserved;


 






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(c)            as
soon as available, but no later than ninety (90) days after the last day of TELA Bio’s fiscal year, audited consolidated (and upon
Agents reasonable request consolidating) financial statements prepared in accordance with GAAP, consistently applied, together with an
unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable
discretion; provided, that the filing by TELA Bio of its quarterly report with the SEC on Form 10-K for such fiscal year shall be
deemed to satisfy the requirements of this Section 4.1(c);


 


(d)            to
the extent such financial information is not included in materials filed with the SEC and available via the EDGAR system of the SEC,
within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s
security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange
on which any securities of any Borrower are traded and/or the SEC;


 


(e)            a
prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably
be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more;


 


(f)             prompt
written notice of an event that materially and adversely affects the value of the Material Intangible Assets;


 


(g)            within
sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current
year and on an annual basis for the subsequent year;


 


(h)            promptly
(but in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating
plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral
as Agent may from time to time reasonably request;


 


(i)             within
forty-five (45) days of the end of each calendar quarter, a duly completed Compliance Certificate signed by a Responsible Officer setting
forth calculations showing compliance with the financial covenants set forth in this Agreement;


 


(j)             within
fifteen (15) days after the end of each calendar month, (i) a statement for the most recently completed month setting forth calculations
showing cash and cash equivalents as of the end of such month of (x) Borrowers, (y) Borrowers and their Consolidated Subsidiaries
and (z) the Restricted Foreign Subsidiaries, and (ii) if requested by Agent, back-up documentation, including, without limitation,
bank statements;


 


(k)            written
notice to Agent promptly, but in any event within ten (10) Business Days of a Responsible Officer of a Borrower receiving written
notice or otherwise becoming aware that:


 


(i)             any
development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease;


 


(ii)            the
marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should
cease or such Product should be withdrawn from the marketplace;


 






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(iii)           any
Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit;


 


(iv)           any
material Regulatory Required Permit has been revoked or withdrawn;


 


(v)            any
Governmental Authority, including without limitation the FDA, the Office of the Inspector General of HHS or the United States Department
of Justice has commenced or threatened to initiate any action against a Credit Party or a Subsidiary thereof, any action to enjoin a
Credit Party or a Subsidiary thereof, or their officers, directors, employees, shareholders or their agents and Affiliates, from conducting
their businesses at any facility owned or used by them or for any material civil penalty, injunction, seizure or criminal action;


 


(vi)           any
Governmental Authority, specifically including the FDA is conducting or has conducted, if applicable, any investigation of Borrower’s
or its Subsidiaries’ manufacturing facilities and processes for any Product (or any investigation of the facility of a contract
manufacturer engaged by Borrower or is Subsidiaries in respect of a Product of which Borrower and/or its Subsidiaries are aware), which
has disclosed any material deficiencies or violations of Laws and/or the Regulatory Required Permits related thereto;


 


(vii)          receipt
by Borrower or any Subsidiary thereof, or any third party manufacturing material Products on behalf of Borrower, from the FDA a warning
letter, Form FDA-483, “Untitled Letter,” other correspondence or notice setting forth allegedly objectionable observations
or alleged violations of laws and regulations enforced by the FDA, or any comparable correspondence from any state or local authority
responsible for regulating drug products and establishments, or any comparable correspondence from any foreign counterpart of the FDA,
or any comparable correspondence from any foreign counterpart of any state or local authority with regard to any material Product or
the manufacture, processing, packing, or holding thereof;


 


(viii)         any
significant failures in the manufacturing of any material Product have occurred such that the amount of such material Product successfully
manufactured in accordance with all specifications thereof in any month shall decrease significantly with respect to the quantities of
such material Product produced in the prior month; or


 


(ix)           any
Borrower or any Subsidiary thereof engaging in any Recalls, Market Withdrawals, or other forms of product retrieval from the marketplace
of any Products. (each of the events set forth in clauses (i)-(viii) a “Regulatory Reporting Event”); and


 


(l)             promptly
after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with
its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including,
without limitation, the USA PATRIOT Act; and


 


(m)           promptly,
but in any event within five (5) Business Days, after any Responsible Officer of any Borrower obtains actual knowledge (or
if Borrower should have had knowledge, after reasonable inquiry) of the occurrence of any event or change (including, without limitation,
any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or
in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of
any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change,
and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto.


 






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Section 4.2             Payment
and Performance of Obligations. Each Borrower (a) will pay and discharge, and cause each Subsidiary to pay and discharge, on
a timely basis as and when due, all of their respective obligations and liabilities, except for such obligations and/or liabilities (i) that
may be the subject of a Permitted Contest, and (ii) the nonpayment or nondischarge of which could not reasonably be expected to
have a Material Adverse Effect or result in a Lien against any Collateral, except for Permitted Liens, (b) without limiting anything
contained in the foregoing clause (a), pay all amounts due and owing in respect of Taxes (including without limitation, payroll and withholdings
tax liabilities) on a timely basis as and when due, and in any case prior to the date on which any fine, penalty, interest, late charge
or loss may be added thereto for nonpayment thereof, provided however, that each Borrower shall not be required to pay any such Tax being
contested in good faith through a Permitted Contest, (c) will maintain, and cause each Subsidiary to maintain, in accordance with
GAAP, appropriate reserves for the accrual of all of their respective obligations and liabilities, and (d) will not breach or permit
any Subsidiary to breach, or permit to exist any default under, the terms of any lease, commitment, contract, instrument or obligation
to which it is a party, or by which its properties or assets are bound, except for such breaches or defaults which could not reasonably
be expected to have a Material Adverse Effect.


 


Section 4.3             Maintenance
of Existence. Each Borrower will preserve, renew and keep in full force and effect and in good standing, and will cause each Subsidiary
to preserve, renew and keep in full force and effect and in good standing, (a) their respective existence and (b) their respective
rights, privileges and franchises necessary or desirable in the normal conduct of business, unless, solely in the case of this clause
(b), a failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


Section 4.4             Maintenance
of Property; Insurance.


 


(a)            Each
Borrower will keep, and will cause each Subsidiary to keep, all property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted. If all or any part of the Collateral useful or necessary in its business becomes damaged
or destroyed, each Borrower will, and will cause each Subsidiary to, promptly and completely repair and/or restore the affected Collateral
in a good and workmanlike manner, regardless of whether Agent agrees to disburse insurance proceeds or other sums to pay costs of the
work of repair or reconstruction.


 


(b)           Upon
completion of any Permitted Contest, Borrowers shall, and will cause each Subsidiary to, promptly pay the amount due, if any, and deliver
to Agent proof of the completion of the contest and payment of the amount due, if any.


 


(c)            Each
Borrower will maintain (i) casualty insurance on all real and personal property on an all risks basis (including the perils of flood,
windstorm and quake), covering the repair and replacement cost of all such property and coverage, business interruption and rent loss
coverages with extended period of indemnity (for the period reasonably required by Agent from time to time) and indemnity for extra expense,
in each case without application of coinsurance and with agreed amount endorsements, (ii) general liability insurance (including
products/completed operations liability coverage), and (iii) such other insurance coverage, in each case against loss or damage
of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are
customarily carried under similar circumstances by such other Persons; provided, however, that, in no event shall such
insurance be in amounts or with coverage less than, or with carriers with qualifications inferior to, any of the insurance or carriers
in existence as of the Closing Date (or required to be in existence after the Closing Date under a Financing Document). All such insurance
shall be provided by insurers having an A.M. Best policyholders rating reasonably acceptable to Agent.


 



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(d)           On
or prior to the date which is sixty (60) days after the Closing Date, and at all times thereafter, each Borrower will cause Agent to
be included as an additional insured, assignee and lender loss payee (which shall include, as applicable, identification as mortgagee),
as applicable, on each insurance policy required to be maintained pursuant to this Section 4.4 pursuant to endorsements in form
and substance acceptable to Agent. Borrowers shall deliver to Agent and the Lenders (i) on the Closing Date, a certificate from
Borrowers’ insurance broker dated such date showing the amount of coverage as of such date, and that such policies will include
effective waivers (whether under the terms of any such policy or otherwise) by the insurer of all claims for insurance premiums against
all loss payees and additional insureds and all rights of subrogation against all loss payees and additional insureds, and that if all
or any part of such policy is canceled, terminated or expires, the insurer will forthwith give notice thereof to each additional insured,
assignee and loss payee and that no cancellation, reduction in amount or material change in coverage thereof shall be effective until
at least thirty (30) days after receipt by each additional insured, assignee and loss payee of written notice thereof, (ii) on an
annual basis, and upon the request of any Lender through Agent from time to time full information as to the insurance carried, (iii) within
five (5) days of receipt of notice from any insurer, a copy of any notice of cancellation, nonrenewal or material change in coverage
from that existing on the date of this Agreement, (iv) forthwith, notice of any cancellation or nonrenewal of coverage by any Borrower,
and (v) thirty (30) days (or such shorter period as agreed in writing by Agent) prior to expiration of any policy of insurance,
evidence of renewal of such insurance upon the terms and conditions herein required.


 


(e)            In
the event any Borrower fails to provide Agent with evidence of the insurance coverage required by this Agreement, Agent may purchase
insurance at Borrowers’ expense to protect Agent’s interests in the Collateral. This insurance may, but need not, protect
such Borrower’s interests. The coverage purchased by Agent may not pay any claim made by such Borrower or any claim that is made
against such Borrower in connection with the Collateral. Such Borrower may later cancel any insurance purchased by Agent, but only after
providing Agent with evidence that such Borrower has obtained insurance as required by this Agreement. If Agent purchases insurance for
the Collateral, Borrowers will be responsible for the costs of that insurance to the fullest extent provided by law, including interest
and other charges imposed by Agent in connection with the placement of the insurance, until the effective date of the cancellation or
expiration of the insurance. The costs of the insurance may be added to the Obligations. The costs of the insurance may be more than
the cost of insurance such Borrower is able to obtain on its own.


 


Section 4.5             Compliance
with Laws and Material Contracts. Each Borrower will comply, and cause each Subsidiary to comply, with the requirements of all applicable
Laws and Material Contracts, except to the extent that failure to so comply could not reasonably be expected to (a) have a Material
Adverse Effect, or (b) result in any Lien upon a material portion of the assets of any such Person in favor of any Governmental
Authority.


 


Section 4.6             Inspection
of Property, Books and Records. Each Borrower will keep, and will cause each Subsidiary to keep, proper books of record substantially
in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business
and activities; and will permit, and will cause each Subsidiary to permit, at the sole cost of the applicable Borrower or any applicable
Subsidiary, representatives of Agent and of any Lender to visit and inspect any of their respective properties, to examine and make abstracts
or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective operations and
the Collateral, to evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through
any medium that Agent considers advisable, to verify the amount and age of the Accounts, the identity and credit of the respective Account
Debtors, to review the billing practices of Borrowers and to discuss their respective affairs, finances and accounts with their respective
officers, employees and independent public accountants as often as may reasonably be desired; provided that, in the absence of
a Default or an Event of Default, (x) Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give the
applicable Borrower or any applicable Subsidiary commercially reasonable prior notice of such exercise and (y) Borrowers shall not
be obligated to reimburse Agent for more than one (1) such audits per calendar year.


 



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Section 4.7             Use
of Proceeds. Borrowers shall use the proceeds of the Loans solely for working capital needs of Borrowers and their Subsidiaries and
other general corporate purposes, including, for the avoidance of doubt, payment of any transaction fees incurred pursuant to the Financing
Documents and the payment in full on the Closing Date of certain existing Debt. No portion of the proceeds of the Loans will be used
for family, personal, agricultural or household use. No portion of the proceeds of the Loans will be used, whether directly or indirectly,
and whether immediately, incidentally or ultimately, for purchasing or carrying Margin Stock or for any other purpose that entails a
violation of, or that is inconsistent with, the provisions of the regulations of the Board of Governors of the Federal Reserve System,
including Regulation T, U, or X of the Federal Reserve Board.


 


Section 4.8             Reserved.


 


Section 4.9             Notices
of Material Contracts, Litigation and Defaults.


 


(a)           (i) Borrowers
shall promptly (but in any event within five (5) Business Days) provide written notice to Agent after any Borrower or Subsidiary
receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Borrower
shall provide, together with the next Compliance Certificate required to be delivered under this Agreement, written notice to Agent after
any Borrower or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material
Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof; provided,
that the filing of TELA Bio of such new Material Contract in an annual, quarterly or current report with the SEC on such applicable form
shall be deemed to satisfy the requirements of this Section 4.9(a).


 


(b)           Borrowers
shall promptly (but in any event within five (5) Business Days) provide written notice to Agent (i) of any litigation or governmental
proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material
Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability
of any Financing Document, (ii) upon any Borrower becoming aware of the existence of any Default or Event of Default, (iii) if
there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit
Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit
Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (iv) of all returns, recoveries,
disputes and claims that involve more than $250,000. Borrowers represent and warrant that Schedule 4.9 sets forth a complete list
of all matters existing as of the Closing Date for which notice could be required under this Section .


 


(c)           Borrower
shall, and shall cause each Credit Party, to provide such further information (including copies of such documentation) as Agent or any
Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above and any
notice given in respect of a Regulatory Reporting Event. From the date hereof and continuing through the termination of this Agreement,
Borrower shall, and shall cause each Credit Party to, make available to Agent and each Lender, without expense to Agent or any Lender,
each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary
to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral
or relating to a Credit Party.


 



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Section 4.10           Hazardous
Materials; Remediation.


 


(a)           If
any release or disposal of Hazardous Materials shall occur or shall have occurred on any real property or any other assets of any Borrower
or any other Credit Party, such Borrower will cause, or direct the applicable Credit Party to cause, the prompt containment and removal
of such Hazardous Materials and the remediation of such real property or other assets as is necessary to comply with all Environmental
Laws and Healthcare Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing,
each Borrower shall, and shall cause each other Credit Party to, comply with each Environmental Law and Healthcare Law requiring the
performance at any real property by any Borrower or any other Credit Party of activities in response to the release or threatened release
of a Hazardous Material.


 


(b)           Borrowers
will provide Agent within thirty (30) days after written demand therefor with a bond, letter of credit or similar financial assurance
evidencing to the reasonable satisfaction of Agent that sufficient funds are available to pay the cost of removing, treating and disposing
of any Hazardous Materials or Hazardous Materials Contamination and discharging any assessment which may be established on any property
as a result thereof, such demand to be made, if at all, upon Agent’s reasonable business determination that the failure to remove,
treat or dispose of any Hazardous Materials or Hazardous Materials Contamination, or the failure to discharge any such assessment could
reasonably be expected to have a Material Adverse Effect.


 


Section 4.11           Further
Assurances.


 


(a)           Each
Borrower will, and will cause each Subsidiary to, at its own cost and expense, promptly and duly take, execute, acknowledge and deliver
all such further acts, documents and assurances as may from time to time be necessary or as Agent or the Required Lenders may from time
to time reasonably request in order to carry out the intent and purposes of the Financing Documents and the transactions contemplated
thereby, including all such actions to (i) establish, create, preserve, protect and perfect a first priority Lien (other than Excluded
Perfection Assets and subject only to Permitted Liens) in favor of Agent for itself and for the benefit of the Lenders on the Collateral
(including Collateral acquired after the date hereof), and (ii) unless Agent shall agree otherwise in writing, cause all Subsidiaries
of Borrowers (other than Restricted Foreign Subsidiaries) to be jointly and severally obligated with the other Borrowers under all covenants
and obligations under this Agreement, including the obligation to repay the Obligations.


 


(b)           Upon
receipt of an affidavit of an authorized representative of Agent or a Lender as to the loss, theft, destruction or mutilation of any
Note or any other Financing Document which is not of public record, and, in the case of any such mutilation, upon surrender and cancellation
of such Note or other applicable Financing Document, Borrowers will issue, in lieu thereof, a replacement Note or other applicable Financing
Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Financing Document in the same principal amount thereof
and otherwise of like tenor.


 


(c)           [Reserved].


 



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(d)           Borrower
shall provide Agent with at least thirty (30) days (or such shorter period as Agent may accept in its sole discretion) prior written
notice of its intention to create (or to the extent permitted under this Agreement, acquire) a new Subsidiary. Promptly upon, but in
any event within five (5) Business Days of, the formation (or to the extent permitted under this Agreement, acquisition) of a new
Subsidiary, Borrowers shall (i) pledge, have pledged or cause or have caused to be pledged to Agent pursuant to a pledge agreement
in form and substance satisfactory to Agent, all of the outstanding Equity Interests of such new Subsidiary owned directly or indirectly
by any Borrower, along with undated stock or equivalent powers for such certificates, executed in blank; (ii) unless Agent shall
agree otherwise in writing, cause the new Subsidiary (other than a Restricted Foreign Subsidiary) to take such other actions (including
entering into or joining any Security Documents) as are necessary or advisable in the reasonable opinion of Agent in order to grant Agent,
acting on behalf of the Lenders, a first priority Lien on all real and personal property of such Subsidiary in existence as of such date
and in all after acquired property, which first priority Liens are required to be granted and perfected pursuant to this Agreement if
such Subsidiary were a Borrower; (iii) unless Agent shall agree otherwise in writing, cause such new Subsidiary (other than a Restricted
Foreign Subsidiary) to either (at the election of Agent) become a Borrower hereunder with joint and several liability for all obligations
of Borrowers hereunder and under the other Financing Documents pursuant to a joinder agreement or other similar agreement in form and
substance satisfactory to Agent or to become a Guarantor of the obligations of Borrowers hereunder and under the other Financing Documents
pursuant to a guaranty and suretyship agreement in form and substance satisfactory to Agent; and (iv) cause the new Subsidiary (other
than a Restricted Foreign Subsidiary) to deliver certified copies of such Subsidiary’s certificate or articles of incorporation,
together with good standing certificates, by-laws (or other operating agreement or governing documents), resolutions of the Board of
Directors or other governing body, approving and authorizing the execution and delivery of the Security Documents, incumbency certificates
and to execute and/or deliver such other documents and legal opinions or to take such other actions as may be requested by Agent, in
each case, in form and substance reasonably satisfactory to Agent (the requirements set forth in clauses (i)-(iv), collectively, the
 “Joinder Requirements”).


 


(e)            If,
at the end of any Defined Period ending on the last day of a calendar quarter (commencing with the Defined Period ending on June 30,
2022), revenue (as determined in accordance GAAP) attributable solely to the Borrowers and Guarantors (and not, for the avoidance of
doubt, to any Restricted Foreign Subsidiary) for such Defined Period is less than eighty-five percent (85%) of the aggregate revenue
(as determined in accordance with GAAP) of Borrowers and their Consolidated Subsidiaries for such Defined Period, then Borrowers shall
promptly (and in any event with thirty (30) days of the date on which financial statements were delivered in respect of such Defined
Period pursuant to Section 4.1(a)) cause certain Restricted Foreign Subsidiaries designated by Agent, in its reasonable discretion
and in consultation with Borrower Representative, to become Credit Parties in accordance with the Joinder Requirements (as though such
designated Subsidiaries were new Subsidiaries and no longer Restricted Foreign Subsidiaries) pursuant to documentation (including any
foreign law governed documentation as may be necessary or reasonably desirable) such that, following such joinder, the revenue (as determined
in accordance with GAAP) attributable solely to the Borrowers and Guarantors for such Defined Period is greater than or equal to eighty-five
percent (85%) of the aggregate revenue (as determined in accordance with GAAP) of Borrowers and their Consolidated Subsidiaries for such
Defined Period. Following any such joinder, such designated foreign Subsidiaries shall no longer be Restricted Foreign Subsidiary and
shall be Credit Parties for all purposes hereunder and under the other Financing Documents and shall not be re-designated as Restricted
Foreign Subsidiaries without Agent’s prior written consent (which may be given or withheld in its sole discretion).


 


Section 4.12           Reserved.


 



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Section 4.13           Power
of Attorney. Each of the authorized representatives of Agent is hereby irrevocably made, constituted and appointed the true and lawful
attorney for Borrowers (without requiring any of them to act as such) with full power of substitution to do the following: (a) endorse
the name of Borrowers upon any and all checks, drafts, money orders, and other instruments for the payment of money that are payable
to Borrowers and constitute collections on Borrowers’ Accounts; (b) so long as Agent has provided not less than five (5) Business
Days’ prior written notice to Borrower to perform the same and Borrower has failed to take such action, execute in the name of
Borrowers any schedules, assignments, instruments, documents, and statements that Borrowers are obligated to give Agent under this Agreement;
(c) after the occurrence and during the continuance of an Event of Default, take any action Borrowers are required to take under
this Agreement; (d) so long as Agent has provided not less than five (5) Business Days’ prior written notice to Borrower
to perform the same and Borrower has failed to take such action, do such other and further acts and deeds in the name of Borrowers that
Agent may deem necessary or desirable to enforce any Account or other Collateral or perfect Agent’s security interest or Lien in
any Collateral; and (e) after the occurrence and during the continuance of an Event of Default, do such other and further acts and
deeds in the name of Borrowers that Agent may deem necessary or desirable to enforce its rights with regard to any Account or other Collateral.
This power of attorney shall be irrevocable and coupled with an interest.


 


Section 4.14           Reserved.


 


Section 4.15           Schedule
Updates. Borrower shall, in the event of any information in the Schedule 3.19, Schedule 5.14, Schedule 9.2(b) or Schedule 9.2(d) becoming
outdated, inaccurate, incomplete or misleading, deliver to Agent, together with the next Compliance Certificate required to be delivered
under this Agreement after such event a proposed update to such Schedule correcting all outdated, inaccurate, incomplete or misleading
information.


 


Section 4.16           Intellectual
Property and Licensing.


 


(a)            Together
with each Compliance Certificate required to be delivered pursuant to Section 4.1 with respect to the last month of a calendar quarter
to the extent (A) Borrower acquires and/or develops any new Registered Intellectual Property, or (B) Borrower enters into or
becomes bound by any additional material in-bound license or sublicense agreement, any additional exclusive out-bound license or sublicense
agreement or other agreement with respect to rights in Intellectual Property (other than over-the-counter software that is commercially
available to the public), or (C) there occurs any other material change in Borrower’s Registered Intellectual Property, material
in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19 together with
such Compliance Certificate, deliver to Agent an updated Schedule 3.19 reflecting such updated information. With respect to any
updates to Schedule 3.19 involving exclusive out-bound licenses or sublicenses, such licenses shall be consistent with the definitions
of and limitations herein pertaining to Permitted Licenses.


 


(b)           If
Borrower obtains any Registered Intellectual Property (other than Excluded Perfection Assets), Borrower shall promptly (and in any event
within fifteen (15) days of obtaining same) notify Agent and execute such documents and provide such other information (including, without
limitation, copies of applications) and take such other actions as Agent shall request in its good faith business judgment to perfect
and maintain a first priority perfected security interest in favor of Agent, for the ratable benefit of Lenders, such Registered Intellectual
Property.


 


(c)           Borrower
shall take such steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all
material licenses or agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise
be restricted or prohibited by Law or by the terms of any such license or agreement, whether now existing or entered into in the future,
and (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with
Agent’s rights and remedies under this Agreement and the other Financing Documents.


 



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(d)           Borrower
shall own, or be licensed to use or otherwise have the right to use, all Material Intangible Assets. Borrower shall cause all Registered
Intellectual Property to be duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations,
filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Borrower
shall at all times conduct its business without infringement or claim of infringement of any Intellectual Property rights of others.
Borrower shall (i) protect, defend and maintain the validity and enforceability of its Material Intangible Assets (ii) promptly
advise Agent in writing of material infringements of its Material Intangible Assets, or of a material claim of infringement by Borrower
on the Intellectual Property rights of others; and (iii) not allow any of Borrower’s Material Intangible Assets to be abandoned,
invalidated, forfeited or dedicated to the public or to become unenforceable. Borrower shall not become a party to, nor become bound
by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower
from granting a security interest in Borrower’s interest in such license or agreement or other property.


 


Section 4.17           Regulatory
Covenants


 


(a)           Borrowers
shall have, and shall ensure that it and each of its Subsidiaries has, each material Permit and other rights from, and have made all
declarations and filings with, all applicable Governmental Authorities, all self-regulatory authorities and all courts and other tribunals
necessary to, in all material respects, engage in the ownership, management and operation of the business or the assets of any Borrower
and Borrowers shall ensure that no Governmental Authority has taken action to limit, suspend or revoke any such Permit. Borrower shall
ensure that all such Permits are valid and in full force and effect and Borrowers are in material compliance with the terms and conditions
of all such Permits in all material respects.


 


(b)           Borrowers
will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially
impair the use or operation of Borrowers’ business and assets, all Permits necessary under Healthcare Laws to carry on the business
of Borrowers as it is conducted on the Closing Date in all material respects.


 


(c)           In
connection with the development, testing, manufacture, marketing or sale of each and any material Product by any Borrower, each Borrower
shall have obtained and comply in all material respects with all material Regulatory Required Permits at all times issued or required
to be issued by any Governmental Authority, specifically including the FDA, with respect to such development, testing, manufacture, marketing
or sales of such material Product by such Borrower as such activities are at any such time being conducted by such Borrower.


 


(d)           Borrowers
will timely file or caused to be timely filed (after giving effect to any extension duly obtained), all material notifications, reports,
submissions, Permit renewals and reports required by Healthcare Laws (which reports will be materially accurate and complete in all respects
and not misleading in any respect and shall not remain open or unsettled).


 


(e)           If,
after the Closing Date, Borrowers determine to manufacture, sell, develop, test or market any new material Product, Borrowers shall deliver
prior written notice to Agent of such determination (which shall include a brief description of such Product) and, together with delivery
of the next Compliance Certificate shall provide an updated Schedule 4.17 (and copies of such Permits as Agent may request) reflecting
updates related to such determination.


 



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Article 5
- NEGATIVE COVENANTS


 


Each Borrower agrees that:


 


Section 5.1             Debt;
Contingent Obligations. No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee
or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for Permitted Debt. No Borrower will, or
will permit any Subsidiary to, directly or indirectly, create, assume, incur or suffer to exist any Contingent Obligations, except for
Permitted Contingent Obligations.


 


Section 5.2             Liens.
No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, assume or suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except for Permitted Liens.


 


Section 5.3             Distributions.
No Borrower will, or will permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for any Distribution,
except for Permitted Distributions.


 


Section 5.4             Restrictive
Agreements. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) enter into or assume any agreement
(other than the Financing Documents and any agreements for purchase money debt permitted under clause (c) of the definition
of Permitted Debt) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired,
or (b) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except
as provided by the Financing Documents) on the ability of any Subsidiary to: (i) pay or make Distributions to any Borrower or any
Subsidiary; (ii) pay any Debt owed to any Borrower or any Subsidiary; (iii) make loans or advances to any Borrower or any Subsidiary;
or (iv) transfer any of its property or assets to any Borrower or any Subsidiary.


 


Section 5.5             Payments
and Modifications of Subordinated Debt. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) declare,
pay, make or set aside any amount for payment in respect of Subordinated Debt, except for payments made in full compliance with and expressly
permitted under the Subordination Agreement, (b) amend or otherwise modify the terms of any Subordinated Debt, except for amendments
or modifications made in full compliance with the Subordination Agreement, (c) declare, pay, make or set aside any amount for payment
in respect of any Debt hereinafter incurred that, by its terms, or by separate agreement, is subordinated to the Obligations, except
for payments made in full compliance with and expressly permitted under the subordination provisions applicable thereto, or (d) amend
or otherwise modify the terms of any such Debt if the effect of such amendment or modification is to (i) increase the interest rate
or fees on, or change the manner or timing of payment of, such Debt, (ii) accelerate or shorten the dates upon which payments of
principal or interest are due on, or the principal amount of, such Debt, (iii) change in a manner adverse to any Credit Party or
Agent any event of default or add or make more restrictive any covenant with respect to such Debt, (iv) change the prepayment provisions
of such Debt or any of the defined terms related thereto, (v) change the subordination provisions thereof (or the subordination
terms of any guaranty thereof), or (vi) change or amend any other term if such change or amendment would materially increase the
obligations of the obligor or confer additional material rights on the holder of such Debt in a manner adverse to Borrowers, any Subsidiaries,
Agent or Lenders.


 



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Section 5.6             Consolidations,
Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate
or merge or amalgamate with or into any other Person other than (i) consolidations or mergers among Borrowers so long (x) in
any consolidation or merger involving TELA Bio, TELA Bio is the surviving entity and (y) in any consolidation or merger involving
any other Borrower, a Borrower is the surviving entity, (ii) consolidations or mergers among a Guarantor and a Borrower so long
as the Borrower is the surviving entity, (iii) consolidations or mergers among U.S. Guarantors, (iv) consolidations or mergers
among U.S. Guarantors and Foreign Guarantors so long as the U.S. Guarantor is the surviving entity, (v) consolidations or mergers
among Foreign Guarantors, (vi) consolidations or mergers among Subsidiaries that are not Credit Parties, and (vii) consolidations
or mergers in connection with a Permitted Acquisition whereby a newly created acquisition Subsidiary of Borrower, which was formed solely
for the purposes of consummating such Permitted Acquisition and which does not have any assets or liabilities (such Subsidiary an “Acquisition
Subsidiary”), is merged or consolidated into an entity that is the target of such Permitted Acquisition (the “Target
Entity”) provided that such Target Entity subsequently fulfills the Joinder Requirements following such Permitted Acquisition
as and to the extent required pursuant to Section 4.11(d), or (b) make or consummate any Asset Dispositions other than Permitted
Asset Dispositions. No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor.


 


Section 5.7             Purchase
of Assets, Investments. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire, make or
own any Investment other than Permitted Investments, (b) without limiting clause (a), acquire any assets other than in the Ordinary
Course of Business other than Permitted Acquisitions, (c) engage or enter into any agreement to engage in any joint venture or partnership
with any other Person, or (d) purchase or carry Margin Stock.


 


Section 5.8             Transactions
with Affiliates. No Borrower will, or will permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction
(including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of any Borrower
or any Subsidiary thereof, except for (a) transactions disclosed on Schedule 5.8 on the Closing Date, (b) transactions
that are in the Ordinary Course of Business upon fair and reasonable terms, and, in each case, which contain terms that are no less favorable
in any material respect to the applicable Credit Party or any Subsidiary, as the case may be, than those which might be obtained from
a third party not an Affiliate of any Credit Party and which are disclosed to Agent in writing prior to the parties consummating such
transaction, (c) transactions among Credit Parties or between the Credit Parties and any Restricted Foreign Subsidiary that are
expressly permitted by this Agreement, (d) transactions constituting (i) issuances of Subordinated Debt to investors and (ii) issuance
of other equity securities, in each case, not otherwise in contravention of this Agreement, and (e) reasonable and customary director,
officer and employee compensation (including bonuses) and other benefits (including retirement, health, equity-based compensation and
other benefit plans and indemnification arrangements approved by the relevant board of directors, board managers or equivalent corporate
body (or a duly authorized committee or delegate thereof) in the Ordinary Course of Business).


 


Section 5.9             Modification
of Organizational Documents. No Borrower will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise modify
any Organizational Documents of such Person, except for Permitted Modifications.


 


Section 5.10           Modification
of Certain Agreements. No Borrower will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise modify any
Material Contract, which amendment or modification in any case: (i) is contrary to the terms of this Agreement or any other Financing
Document; (ii) could reasonably be expected to be adverse to the rights, interests or privileges of Agent or the Lenders or their
ability to enforce the same; (iii) (x) with respect to the Aroa Agreement, results in the imposition or expansion in any material
respect of any obligation of or restriction or burden on any Borrower or any Subsidiary or (y) with respect to any Material Contract
other than the Aroa Agreement, results in the imposition or expansion in any material respect of any obligation of or restriction or
burden on any Borrower or any Subsidiary and which could reasonably be expected to have a Material Adverse Effect; or (iv) (x) with
respect to the Aroa Agreement, reduces in any material respect any rights or benefits of any Borrower or any Subsidiaries (it being understood
and agreed that any such determination shall be in the discretion of Agent) or (y) with respect to any Material Contract other than
the Aroa Agreement, reduces in any material respect any rights or benefits of any Borrower or any Subsidiaries (it being understood and
agreed that any such determination shall be in the discretion of Agent) and which could reasonably be expected to have a Material Adverse
Effect.


 



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Section 5.11           Conduct
of Business. No Borrower will, or will permit any Subsidiary to, directly or indirectly, engage in any line of business other than
those businesses engaged in on the Closing Date and described on Schedule 5.11 and businesses reasonably related thereto.
No Borrower will, or will permit any Subsidiary to, other than in the Ordinary Course of Business, change its normal billing payment
and reimbursement policies and procedures with respect to its Accounts (including, without limitation, the amount and timing of finance
charges, fees and write-offs).


 


Section 5.12           Lease
Payments. No Borrower will, or will permit any Subsidiary to, directly or indirectly, incur or assume (whether pursuant to a Guarantee
or otherwise) any liability for rental payments except in the Ordinary Course of Business.


 


Section 5.13           Limitation
on Sale and Leaseback Transactions. No Borrower will, or will permit any Subsidiary to, directly or indirectly, enter into any arrangement
with any Person whereby, in a substantially contemporaneous transaction, any Borrower or any Subsidiaries sells or transfers all or substantially
all of its right, title and interest in an asset and, in connection therewith, acquires or leases back the right to use such asset.


 


Section 5.14           Deposit
Accounts and Securities Accounts; Payroll and Benefits Accounts.


 


(a)            No
Borrower will, or will permit any Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account without
prior written notice to Agent (except with respect to Excluded Accounts), and unless Agent, such Borrower or such Subsidiary and the
bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement
or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account.
Without limiting the foregoing, at all times following this Agreement, Borrower shall ensure that all of its Deposit Accounts and Securities
Accounts (other than Excluded Accounts) are subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as
applicable.


 


(b)           Borrowers
represent and warrant that Schedule 5.14 lists all of the Deposit Accounts and Securities Accounts of each Borrower as of
the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring
Deposit Account Control Agreements shall not apply to Excluded Accounts.


 


(c)           At
all times that any Obligations remain outstanding following the Payroll Account Post-Closing Period, Borrower shall maintain one or more
separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments,
and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that
the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or
benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).


 



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Section 5.15           Compliance
with Anti-Terrorism Laws. Agent hereby notifies Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Agent’s
policies and practices, Agent is required to obtain, verify and record certain information and documentation that identifies Borrowers
and its principals, which information includes the name and address of each Borrower and its principals and such other information that
will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Borrower will, or will permit any Subsidiary to, directly
or indirectly, knowingly enter into any Material Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Borrower
shall immediately notify Agent if such Borrower has knowledge that any Borrower, any additional Credit Party or any of their respective
Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes
a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and
held over on charges involving money laundering or predicate crimes to money laundering. No Borrower will, or will permit any Subsidiary
to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including,
without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person,
(ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive
Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive
Order No. 13224 or other Anti-Terrorism Law.


 


Section 5.16           Change
in Accounting. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, (a) make any significant
change in accounting treatment or reporting practices, except as required by GAAP, or (b) change the fiscal year or method for determining
fiscal quarters of any Credit Party or of any consolidated Subsidiary of any Credit Party.


 


Section 5.17           Investment
Company Act. No Credit Party shall, nor shall it permit any Subsidiary to, directly or indirectly, engage in any business, enter
into any transaction, use any securities or take any other action or permit any of its Subsidiaries to do any of the foregoing, that
would cause it or any of its Subsidiaries to become subject to the registration requirements of the Investment Company Act, by virtue
of being an “investment company” or a company “controlled” by an “investment company” not entitled
to an exemption within the meaning of the Investment Company Act.


 


Section 5.18           Restricted
Foreign Subsidiaries.


 


(a)            Borrower
shall not, at any time, permit the total amount of cash and Cash Equivalents held by Restricted Foreign Subsidiaries (collectively) to
exceed $500,000.


 


(b)            No
Credit Party shall make any Asset Disposition to or Investment in any Restricted Foreign Subsidiary other than Investments permitted
to be made pursuant to clauses (i) and (n) of the definition of “Permitted Investment”.


 


(c)            No
Credit Party will, or will permit any Subsidiary to, commingle any of its assets (including any bank accounts, cash or Cash Equivalents)
with the assets of any Person other than a Credit Party and (ii) no Credit Party will permit any Restricted Foreign Subsidiary to
commingle any of its assets (including any bank accounts, cash or Cash Equivalents) with the assets of a Credit Party.


 


(d)            Borrower
shall not permit any Restricted Foreign Subsidiary to own, or have an exclusive license in respect of, any Material Intangible Assets
(other than exclusivity solely as to territory outside of the Territory).


 



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Article 6
- FINANCIAL COVENANTS


 


Section 6.1             Minimum
Net Revenue. Borrower shall not permit its Net Revenue for any Defined Period, as tested quarterly on the last day of the applicable
Defined Period, to be less than the minimum amount set forth on Schedule 6.1 for such Defined Period. A breach of a financial covenant
contained in this Section 6.1 shall be deemed to have occurred as of any date of determination by Agent or as of the last day of
any specified Defined Period, regardless of when the financial statements reflecting such breach are delivered to Agent.


 


Section 6.2             Evidence
of Compliance. Borrowers shall furnish to Agent, as required by Section 4.1, a Compliance Certificate as evidence of (a) Borrowers’
compliance with the covenants in this Article, and (b) that no Event of Default specified in this Article has occurred. The
Compliance Certificate shall include, without limitation, (i) a statement and report, in form and substance reasonably satisfactory
to Agent, detailing Borrowers’ calculations, and (ii) if requested by Agent, back-up documentation evidencing the propriety
of the calculations.


 


Article 7
- CONDITIONS


 


Section 7.1             Conditions
to Closing. The obligation of each Lender to make the initial Loans on the Closing Date shall be subject to the receipt by Agent
of each agreement, document and instrument set forth on the closing checklist attached hereto as Exhibit F, each in form and substance
satisfactory to Agent, and such other closing deliverables reasonably requested by Agent and Lenders, and to the satisfaction of the
following conditions precedent, each to the reasonable satisfaction of Agent and Lenders:


 


(a)            the
receipt by Agent of executed counterparts of this Agreement and the other Financing Documents;


 


(b)           the
payment of all fees, expenses and other amounts due and payable under each Financing Document; and


 


(c)            since
December 31, 2021, the absence of any material adverse change in any aspect of the business, operations, properties, prospects or
condition (financial or otherwise) of any Credit Party, or any event or condition which could reasonably be expected to result in such
a material adverse change.


 


Each Lender, by delivering
its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Financing
Document, each additional Financing Document and each other document, agreement and/or instrument required to be approved by Agent, Required
Lenders or Lenders, as applicable, on the Closing Date.


 


Section 7.2             Conditions
to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan, is subject to the satisfaction of
the following additional conditions:


 


(a)            the
fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing;


 


(b)           the
fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete
in all material respects on and as of the date of such borrowing, except to the extent that any such representation or warranty relates
to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such
specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof;


 



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(c)            in
the case of any borrowing of the Term Loan Tranche 2, Agent has received a duly executed Notice of Borrowing at least ten (10) Business
Days prior to such proposed borrowing;


 


(d)            in
the case of any borrowing of the Term Loan Tranche 2, the most recent Compliance Certificate delivered (or required to be delivered)
by Borrowers pursuant to Section 4.1(i) hereof prior to the proposed funding date for such Term Loan Tranche 2 demonstrates
to Agent’s satisfaction that the Net Revenue for the Defined Period for which such Compliance Certificate is required to be delivered
are greater than or equal to $65,000,000;


 


(e)            there
has not been any material adverse deviation by Borrowers from the final financial projections delivered by Borrower to Agent and Lenders
prior to the Closing Date; provided that, so long as Net Revenue is at least $65,000,000 for the Defined Period specified in Section 7.2(d),
any deviation in the amount of such Net Revenue relative to the final financial projections (and any corresponding impact on net loss
or other components of such projections) shall be excluded in determining whether there has been a material adverse deviation from the
final financial projections; and


 


(f)            the
fact that no adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or
any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement.


 


Each giving of a Notice of
Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation
and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement
by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct as of
such date (except to the extent that such representations and warranties expressly relate solely to an earlier date).


 


Section 7.3             Searches.
Before the Closing Date, and thereafter (as and when determined by Agent in its discretion), Agent shall have the right to perform, all
at Borrowers’ expense, the searches described in clauses (a), (b), and (c) below against Borrowers and any other Credit Party,
the results of which are to be consistent with Borrowers’ representations and warranties under this Agreement and the satisfactory
results of which shall be a condition precedent to all advances of Loan proceeds: (a) UCC searches with the Secretary of State of
the jurisdiction in which the applicable Person is organized; (b) judgment, pending litigation, federal tax lien, personal property
tax lien, and corporate and partnership tax lien searches, in each jurisdiction searched under clause (a) above; and (c) searches
of applicable corporate, limited liability company, partnership and related records to confirm the continued existence, organization
and good standing of the applicable Person and the exact legal name under which such Person is organized.


 


Section 7.4             Post-Closing
Requirements. Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments,
agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon,
each of which shall be completed or provided in form and substance satisfactory to Agent.


 



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Article 8
 – REserved


 


Article 9
- SECURITY AGREEMENT


 


Section 9.1             Generally.
As security for the payment and performance of the Obligations, and without limiting any other grant of a Lien and security interest
in any Security Document, each Borrower hereby assigns, grants and pledges to Agent, for the benefit of itself and Lenders, and subject
only to Permitted Liens that may have priority as a matter of applicable Law, a continuing first priority Lien on and security interest
in, upon, and to the property and assets set forth on Schedule 9.1 attached hereto and made a part hereof, but in any event
not including the Excluded Property.


 


Section 9.2             Representations
and Warranties and Covenants Relating to Collateral.


 


(a)            The
security interest granted pursuant to this Agreement constitutes a valid and, to the extent such security interest is required to be
perfected (except in respect of Excluded Perfection Assets) by this Agreement and any other Financing Document, continuing perfected
security interest in favor of Agent in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in
the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion
of the filings and other actions specified on Schedule 9.2(b) (which, in the case of all filings and other documents referred
to on such schedule, have been delivered to Agent in completed and duly authorized form), (ii) with respect to any Deposit Account
for which Deposit Account Control Agreements are required pursuant to this Agreement, the execution of Deposit Account Control Agreements,
(iii) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a contractual obligation
granting control to Agent over such letter-of-credit rights, (iv) in the case of electronic chattel paper, the completion of all
steps necessary to grant control to Agent over such electronic chattel paper, (v) in the case of all certificated stock, debt instruments
and investment property, the delivery thereof to Agent of such certificated stock, debt instruments and investment property consisting
of instruments and certificates, in each case properly endorsed for transfer to Agent or in blank, (vi) in the case of all investment
property not in certificated form, the execution of control agreements with respect to such investment property and (vii) in the
case of all other instruments and tangible chattel paper that are not certificated stock, debt instructions or investment property, the
delivery thereof to Agent of such instruments and tangible chattel paper. Such security interest shall be prior to all other Liens on
the Collateral except for Permitted Liens. Except to the extent not required pursuant to the terms of this Agreement, all actions by
each Credit Party necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.


 


(b)           Schedule
9.2(b) (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) sets forth (i) each
chief executive office and principal place of business of each Borrower and each of their respective Subsidiaries, and (ii) all
of the addresses (including all warehouses) at which any of the Collateral with a value in excess of $1,000,000 is located and/or books
and records of Borrowers regarding any Collateral or any of Borrower’s assets, liabilities, business operations or financial condition
are kept, which such Schedule 9.2(b) indicates in each case which Borrower(s) have Collateral and/or books and records located
at such address, and, in the case of any such address not owned by one or more of the Borrowers(s), indicates the nature of such location
(e.g., leased business location operated by Borrower(s), third party warehouse, consignment location, processor location, etc.)
and the name and address of the third party owning and/or operating such location.


 



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(c)            Without
limiting the generality of Section 3.2, except as indicated on Schedule 3.19 with respect to any rights of any Borrower
as a licensee under any license of Intellectual Property owned by another Person, and except for the filing of financing statements under
the UCC, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or consent of any
other Person is required for (i) the grant by each Borrower to Agent of the security interests and Liens in the Collateral provided
for under this Agreement and the other Security Documents (if any), or (ii) the exercise by Agent of its rights and remedies with
respect to the Collateral provided for under this Agreement and the other Security Documents or under any applicable Law, including the
UCC and neither any such grant of Liens in favor of Agent or exercise of rights by Agent shall violate or cause a default under any agreement
between any Borrower and any other Person relating to any such collateral, including any license to which a Borrower is a party, whether
as licensor or licensee, with respect to any Intellectual Property, whether owned by such Borrower or any other Person.


 


(d)           As
of the Closing Date, except as set forth on Schedule 9.2(d), and except to the extent constituting Excluded Perfection Assets, no Borrower
has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments,
documents or investment property (in each case, other than Excluded Perfection Assets or Equity Interests in any Subsidiaries of such
Borrower disclosed on Schedule 3.4), and Borrowers shall give notice to Agent promptly (but in any event not later than the delivery
by Borrowers of the next Compliance Certificate required pursuant to Section 4.1 above) upon the acquisition by any Borrower of
any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property, in each case,
other than Excluded Perfection Assets. No Person other than Agent or (if applicable) any Lender has “control” (as defined
in Article 9 of the UCC) over any Deposit Account, investment property (including Securities Accounts and commodities account),
letter of credit rights or electronic chattel paper in which any Borrower has any interest (except for such control arising by operation
of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, Securities Account
or commodities account of Borrowers is maintained).


 


(e)            Borrowers
shall not, and shall not permit any Credit Party to, take any of the following actions or make any of the following changes unless Borrowers
have given at least thirty (30) days prior written notice to Agent of Borrowers’ intention to take any such action (which such
written notice shall include an updated version of any Schedule impacted by such change) and have executed any and all documents,
instruments and agreements and taken any other actions which Agent may request after receiving such written notice in order to protect
and preserve the Liens, rights and remedies of Agent with respect to the Collateral: (i) change the legal name or organizational
identification number of any Borrower as it appears in official filings in the jurisdiction of its organization, (ii) change the
jurisdiction of incorporation or formation of any Borrower or Credit Party or allow any Borrower or Credit Party to designate any jurisdiction
as an additional jurisdiction of incorporation for such Borrower or Credit Party, or change the type of entity that it is; provided
that in no event shall a Credit Party organized under the laws of the United States or any state thereof be reorganized under the
laws of a jurisdiction other than the United States or any State thereof, or (iii) change its chief executive office, principal
place of business, or the location of its books and records or move any Collateral with a value in excess of $250,000 to or place any
such Collateral on any location that is not then listed on the Schedules and/or establish any business location at any location that
is not then listed on the Schedules.


 


(f)            Borrowers
shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow
any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the Ordinary Course of Business,
made while no Default exists and in amounts which are not material with respect to the Account) without the prior written consent of
Agent. Without limiting the generality of this Agreement or any other provisions of any of the Financing Documents relating to the rights
of Agent after the occurrence and during the continuance of an Event of Default, Agent shall have the right at any time after the occurrence
and during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to the obligation of any
Account Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations
of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment
of such Accounts.


 



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(g)           Without
limiting the generality of Sections 9.2(c) and 9.2(e):


 


(i)            Borrowers
shall deliver to Agent all tangible Chattel Paper and all Instruments and documents (other than any Excluded Perfection Assets) owned
by any Borrower and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Agent.
Borrowers shall provide Agent with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper (other
than Excluded Perfection Assets) owned by any Borrower and constituting part of the Collateral by having Agent identified as the assignee
on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set
forth in the UCC. Borrowers also shall deliver to Agent all security agreements securing any such Chattel Paper (other than Excluded
Perfection Assets. Borrowers will mark conspicuously all such Chattel Paper and all such Instruments and documents (other than Excluded
Perfection Assets) with a legend, in form and substance satisfactory to Agent, indicating that such Chattel Paper and such instruments
and documents are subject to the security interests and Liens in favor of Agent created pursuant to this Agreement and the Security Documents.
Borrowers shall comply with all the provisions of Section 5.14 with respect to the Deposit Accounts and Securities Accounts of Borrowers.


 


(ii)           Borrowers
shall deliver to Agent all letters of credit (other than Excluded Perfection Assets) on which any Borrower is the beneficiary and which
give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly endorsed and accompanied
by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Agent. Except with respect to Excluded
Perfection Assets, Borrowers shall take any and all actions as may be necessary or desirable, or that Agent may request, from time to
time, to cause Agent to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit
rights in a manner acceptable to Agent.


 


(iii)          Borrowers
shall promptly advise Agent upon any Borrower becoming aware that it has any interests in any commercial tort claim (other than Excluded
Perfection Assets), which such notice shall include descriptions of the events and circumstances giving rise to such commercial tort
claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any
court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such
commercial tort claim, execute and deliver to Agent such documents as Agent shall request to perfect, preserve or protect the Liens,
rights and remedies of Agent with respect to any such commercial tort claim.


 


(iv)         Upon
the written request of Agent, Borrowers shall obtain a landlord’s agreement, mortgagee agreement, or bailee agreement, as applicable,
from the lessor of each leased property, the mortgagee of owned property or the warehouseman, consignee, bailee at any business location,
in each case, located in the United States and (a) which is a Borrower’s chief executive office or (b) where any portion
of the Collateral with a value in excess of $500,000, is located, in each case, which agreement or letter shall be reasonably satisfactory
in form and substance to Agent. Borrowers shall timely and fully pay and perform its obligations under all leases and other agreements
with respect to each of the locations specified in the preceding sentence. In no event shall Credit Parties maintain tangible Collateral
(other than Inventory with contract manufacturers and Inventory in transit in the Ordinary Course of Business) with a value in excess
of $500,000 outside of the United States without Agent’s prior consent.


 



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(v)          Borrowers
shall cause all material Equipment and other material tangible personal property other than Inventory to be maintained and preserved
in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to
be made all repairs, replacements and other improvements in connection therewith that are reasonably necessary or desirable to such end.
Upon request of Agent, Borrowers shall promptly deliver to Agent any and all certificates of title, applications for title or similar
evidence of ownership of all such tangible personal property (other than Excluded Perfection Assets) and shall cause Agent to be named
as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible personal
property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Agent.


 


(vi)         Each
Borrower hereby authorizes Agent to file without the signature of such Borrower one or more UCC financing statements relating to liens
on personal property relating to all or any part of the Collateral, which financing statements may list Agent as the “secured party”
and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the
Collateral under the Financing Documents (including an indication of the collateral covered by any such financing statement as “all
assets” of such Borrower now owned or hereafter acquired), in such jurisdictions as Agent from time to time determines are
appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements,
in any such case in order for Agent to perfect, preserve or protect the Liens, rights and remedies of Agent with respect to the Collateral.
Each Borrower also ratifies its authorization for Agent to have filed in any jurisdiction any initial financing statements or amendments
thereto if filed prior to the date hereof.


 


(vii)        As
of the Closing Date, no Borrower holds, and after the Closing Date Borrowers shall promptly notify Agent in writing upon creation or
acquisition by any Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation,
the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by
any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other comparable Law. Upon the request
of Agent, Borrowers shall take such steps as may be necessary or desirable, or that Agent may request, to comply with any such applicable
Law.


 


(viii)       Borrowers
shall furnish to Agent from time to time any statements and schedules further identifying or describing the Collateral and any other
information, reports or evidence concerning the Collateral as Agent may reasonably request from time to time.


 


Article 10
- EVENTS OF DEFAULT


 


Section 10.1           Events
of Default. For purposes of the Financing Documents, the occurrence of any of the following conditions and/or events, whether voluntary
or involuntary, by operation of law or otherwise, shall constitute an “Event of Default”:


 


(a)            (i) any
Credit Party shall fail to pay when due any principal or interest under any Financing Document, or (ii) any Credit Party shall fail
to pay, within three (3) Business Days when due, any premium or fee under any Financing Document or any other amount payable under
any Financing Document (which three (3) day grace period shall not apply to payments due on the Maturity Date or the date of acceleration
pursuant to Section 10.2 hereof), or (iii) there shall occur any default in the performance of or compliance with any of the
following sections or articles of this Agreement: Section 4.1, Section 4.2(b), Section 4.4(c), Section 4.6,
Section 4.9, Section 4.11, Section 4.16, Section 4.17, Article 5, Article 6, or Section 7.4;


 



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(b)            any
Credit Party defaults in the performance of or compliance with any term contained in this Agreement or in any other Financing Document
(other than occurrences described in other provisions of this Section 10.1 for which a different grace or cure period is specified
or for which no grace or cure period is specified and thereby constitute immediate Events of Default) and such default is not remedied
by the Credit Party or waived by Agent within fifteen (15) days after the earlier of (i) receipt by Borrower Representative of notice
from Agent or Required Lenders of such default, or (ii) actual knowledge of any Borrower or any other Credit Party of such default;


 


(c)            any
representation, warranty, certification or statement made by any Credit Party or any other Person in any Financing Document or in any
certificate, financial statement or other document delivered pursuant to any Financing Document is incorrect in any respect (or in any
material respect if such representation, warranty, certification or statement is not by its terms already qualified as to materiality)
when made (or deemed made);


 


(d)            (i) failure
of any Credit Party to pay when due, or within any applicable grace period, any principal, interest or other amount on Debt (other than
the Loans), or the occurrence of any breach, default, condition or event with respect to any Debt (other than the Loans), if the effect
of such failure or occurrence is to cause or to permit the holder or holders of any such Debt, or to cause, Debt or other liabilities
having an individual principal amount in excess of $500,000 or having an aggregate principal amount in excess of $500,000 to become or
be declared due prior to its stated maturity, or (ii) the occurrence of any breach or default under any terms or provisions of any
Subordinated Debt Document or under any agreement subordinating the Subordinated Debt to all or any portion of the Obligations or the
occurrence of any event requiring the prepayment of any Subordinated Debt;


 


(e)            any
Credit Party or any Subsidiary of a Borrower shall commence a voluntary case or other proceeding seeking liquidation, reorganization
or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law (or any analogous procedure
or step is taken in any other jurisdiction) now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment
of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general
assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action
to authorize any of the foregoing;


 


(f)            an
involuntary case or other proceeding shall be commenced against any Credit Party or any Subsidiary of a Borrower seeking liquidation,
reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial
part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of forty-five
(45) days; or an order for relief shall be entered against any Credit Party or any Subsidiary of a Borrower under applicable federal
bankruptcy, insolvency or other similar law in respect of (i) bankruptcy, liquidation, winding-up, dissolution or suspension of
general operations, (ii) composition, rescheduling, reorganization, arrangement or readjustment of, or other relief from, or stay
of proceedings to enforce, some or all of the debts or obligations, or (iii) possession, foreclosure, seizure or retention, sale
or other disposition of, or other proceedings to enforce security over, all or any substantial part of the assets of such Credit Party
or Subsidiary;


 



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(g)           (i) institution
of any steps by any Person to terminate a Pension Plan if as a result of such termination any Credit Party or any member of the Controlled
Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in
excess of $250,000, (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under
Section 303(k) of ERISA or Section 430(k) of the Code or an event occurs that could reasonably be expected to give
rise to a Lien under Section 4068 of ERISA, or (iii) there shall occur any withdrawal or partial withdrawal from a Multiemployer
Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Plans as a result of such withdrawal (including any outstanding
withdrawal liability that any Credit Party or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds
$500,000;


 


(h)           one
or more judgments or orders for the payment of money (not paid or fully covered by insurance maintained in accordance with the requirements
of this Agreement and as to which the relevant insurance company has acknowledged coverage) aggregating in excess of $500,000 shall be
rendered against any or all Credit Parties and either (i) enforcement proceedings shall have been commenced by any creditor upon
any such judgments or orders, or (ii) there shall be any period of twenty (20) consecutive days during which a stay of enforcement
of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect;


 


(i)            any
Lien created by any of the Security Documents shall at any time fail to constitute a valid and perfected Lien on all of the Collateral
purported to be encumbered thereby, subject to no prior or equal Lien except Permitted Liens, or any Credit Party shall so assert;


 


(j)            the
institution by any Governmental Authority of criminal proceedings against any Credit Party;


 


(k)           a
default or event of default occurs under any other Financing Document and any applicable grace period under such Financing Document has
expired;


 


(l)            TELA
Bio’s Equity Interests fail to remain registered with the SEC and listed for trading on the Nasdaq Stock Market;


 


(m)          the
occurrence of any fact, event or circumstance that could reasonably be expected to result in a Material Adverse Effect;


 


(n)           (i) the
voluntary withdrawal or institution of any action or proceeding by the FDA or similar Governmental Authority to order the withdrawal
of any material Product or material Product category from the market or to enjoin Borrower, its Subsidiaries or any representative (including
a manufacturer on behalf of) of Borrower or its Subsidiaries from manufacturing, marketing, selling or distributing any material Product
or material Product category, (ii) the institution of any action or proceeding by any DEA, FDA, or any other Governmental Authority
to revoke, suspend, reject, withdraw, limit, or restrict any Regulatory Required Permit held by Borrower, its Subsidiaries or any representative
of Borrower or its Subsidiaries, which, in each case, has or could reasonably be expected to result in Material Adverse Effect, (iii) the
commencement of any enforcement action against Borrower, its Subsidiaries or any representative of Borrower or its Subsidiaries (with
respect to the business of Borrower or its Subsidiaries) by DEA, FDA, or any other Governmental Authority which has or could reasonably
be expected to result in a Material Adverse Effect, or (iv) the occurrence of adverse test results in connection with a material
Product which could result in Material Adverse Effect;


 


(o)            any
Credit Party materially defaults under or materially breaches any Material Contract (after any applicable grace period contained therein),
or a Material Contract shall be terminated by a third party or parties party thereto prior to the expiration thereof, or there is a loss
of a material right of a Credit Party under any Material Contract to which it is a party;


 



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(p)           without
limiting the foregoing clause (o), the Aroa Agreement, or any material part thereof, is terminated or otherwise ceases to be in full
force and effect;


 


(q)           the
occurrence of any Change in Control; or


 


(r)            any
of the Financing Documents shall for any reason fail to constitute the valid and binding agreement of any party thereto, or any Credit
Party shall so assert, in each case, unless such Financing Document terminates pursuant to the terms and conditions thereof without any
breach or default thereunder by any Credit Party thereto.


 


All cure periods provided
for in this Section 10.1 shall run concurrently with any cure period provided for in any applicable Financing Documents under which
the default occurred.


 


Section 10.2           Acceleration
and Suspension or Termination of Term Loan Commitment. Upon the occurrence and during the continuance of an Event of Default, Agent
may, and shall if requested by Required Lenders, (a) by notice to Borrower Representative suspend or terminate the Term Loan Commitment
and the obligations of Agent and the Lenders with respect thereto, in whole or in part (and, if in part, each Lender’s Term Loan
Commitment shall be reduced in accordance with its Pro Rata Share), and/or (b) by notice to Borrower Representative declare all
or any portion of the Obligations to be, and the Obligations shall thereupon become, immediately due and payable, with accrued interest
thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and Borrowers
will pay the same; provided, however, that in the case of any of the Events of Default specified in Section 10.1(e) or
10.1(f) above, without any notice to any Borrower or any other act by Agent or the Lenders, the Term Loan Commitment and the obligations
of Agent and the Lenders with respect thereto shall thereupon immediately and automatically terminate and all of the Obligations shall
become immediately and automatically due and payable without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Borrower and Borrowers will pay the same.


 


Section 10.3           UCC
Remedies.


 


(a)            Upon
the occurrence of and during the continuance of an Event of Default under this Agreement or the other Financing Documents, Agent, in
addition to all other rights, options, and remedies granted to Agent under this Agreement or at law or in equity, may exercise, either
directly or through one or more assignees or designees, all rights and remedies granted to it under all Financing Documents and under
the UCC in effect in the applicable jurisdiction(s) and under any other applicable Law; including, without limitation:


 


(i)            the
right to take possession of, send notices regarding, and collect directly the Collateral, with or without judicial process;


 


(ii)           the
right to (by its own means or with judicial assistance) enter any of Borrowers’ premises and take possession of the Collateral,
or render it unusable, or to render it usable or saleable, or dispose of the Collateral on such premises in compliance with subsection
(iii) below and to take possession of Borrowers’ original books and records, to obtain access to Borrowers’ data processing
equipment, computer hardware and software relating to the Collateral and to use all of the foregoing and the information contained therein
in any manner Agent deems appropriate, without any liability for rent, storage, utilities, or other sums, and Borrowers shall not resist
or interfere with such action (if Borrowers’ books and records are prepared or maintained by an accounting service, contractor
or other third party agent, Borrowers hereby irrevocably authorize such service, contractor or other agent, upon notice by Agent to such
Person that an Event of Default has occurred and is continuing, to deliver to Agent or its designees such books and records, and to follow
Agent’s instructions with respect to further services to be rendered);


 



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(iii)         the
right to require Borrowers at Borrowers’ expense to assemble all or any part of the Collateral and make it available to Agent at
any place designated by Lender;


 


(iv)         the
right to notify postal authorities to change the address for delivery of Borrowers’ mail to an address designated by Agent and
to receive, open and dispose of all mail addressed to any Borrower; and/or


 


(v)          the
right to enforce Borrowers’ rights against Account Debtors and other obligors, including, without limitation, (i) the right
to collect Accounts directly in Agent’s own name (as agent for Lenders) and to charge the collection costs and expenses, including
attorneys’ fees, to Borrowers, and (ii) the right, in the name of Agent or any designee of Agent or Borrowers, to verify the
validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation,
verification of Borrowers’ compliance with applicable Laws. Borrowers shall cooperate fully with Agent in an effort to facilitate
and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and
local regulatory authorities having jurisdiction over the Borrowers’ affairs, all of which contacts Borrowers hereby irrevocably
authorize.


 


(b)           Each
Borrower agrees that a notice received by it at least ten (10) days before the time of any intended public sale, or the time after
which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or
other disposition. If permitted by applicable Law, any perishable Collateral which threatens to speedily decline in value or which is
sold on a recognized market may be sold immediately by Agent without prior notice to Borrowers. At any sale or disposition of Collateral,
Agent may (to the extent permitted by applicable Law) purchase all or any part of the Collateral, free from any right of redemption by
Borrowers, which right is hereby waived and released. Each Borrower covenants and agrees not to interfere with or impose any obstacle
to Agent’s exercise of its rights and remedies with respect to the Collateral. Agent shall have no obligation to clean-up or otherwise
prepare the Collateral for sale. Agent may comply with any applicable state or federal law requirements in connection with a disposition
of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.
Agent may sell the Collateral without giving any warranties as to the Collateral. Agent may specifically disclaim any warranties of title
or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If
Agent sells any of the Collateral upon credit, Borrowers will be credited only with payments actually made by the purchaser, received
by Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Agent may resell
the Collateral and Borrowers shall be credited with the proceeds of the sale. Borrowers shall remain liable for any deficiency if the
proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations.


 



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(c)           Without
restricting the generality of the foregoing and for the purposes aforesaid, each Borrower hereby appoints and constitutes Agent its lawful
attorney-in-fact with full power of substitution in the Collateral, upon the occurrence and during the continuance of an Event of Default,
to (i) use unadvanced funds remaining under this Agreement or which may be reserved, escrowed or set aside for any purposes hereunder
at any time, or to advance funds in excess of the face amount of the Notes, (ii) pay, settle or compromise all existing bills and
claims, which may be Liens or security interests, or to avoid such bills and claims becoming Liens against the Collateral, (iii) execute
all applications and certificates in the name of such Borrower and to prosecute and defend all actions or proceedings in connection with
the Collateral, and (iv) do any and every act which such Borrower might do in its own behalf; it being understood and agreed that
this power of attorney in this subsection (c) shall be a power coupled with an interest and cannot be revoked.


 


(d)           Agent
and each Lender is hereby granted a non-exclusive, royalty-free license or other right to use, upon the occurrence and during the continuance
of an Event of Default, without charge, Borrowers’ labels, mask works, rights of use of any name, any other Intellectual Property
and advertising matter, and any similar property as it pertains to the Collateral, in completing production of, advertising for sale,
and selling any Collateral and, in connection with Agent’s exercise of its rights under this Article, Borrowers’ rights under
and pursuant to the terms of all licenses (whether as licensor or licensee) and all franchise agreements inure to Agent’s and each
Lender’s benefit.


 


Section 10.4           Protective
Payments. If any Credit Party fails to pay or perform any covenant or obligation under this Agreement or any other Financing Document,
Agent may pay or perform such covenant or obligation, and all amounts so paid by Agent are Protective Advances and immediately due and
payable, constituting principal and bearing interest at the then highest applicable rate for the Loans hereunder, and secured by the
Collateral. No such payments or performance by Agent shall be construed as an agreement to make similar payments or performance in the
future or constitute Agent’s waiver of any Event of Default. Without limiting the foregoing, each Lender and Borrower hereby authorizes
Agent, without the necessity of any notice or further consent from any Lender, from time to time prior to a Default, to make any Protective
Advance with respect to any Collateral or the Financing Documents which may be necessary to protect the priority, validity or enforceability
of any lien on, and security interest in, any Collateral and the instruments evidencing or securing the obligations of Borrower under
the Financing Documents. Credit Parties agree to pay on demand all Protective Advances. The Lenders must reimburse Agent for any Protective
Advances (in accordance with their Pro Rata Shares) to the extent not reimbursed by Credit Parties


 


Section 10.5           Default
Rate of Interest. At the election of Agent or Required Lenders, after the occurrence of an Event of Default and for so long as it
continues, the Loans and other Obligations shall bear interest at rates that are two percent (2.0%) per annum in excess of the rates
otherwise payable under this Agreement; provided, however, that in the case of any Event of Default specified in Section 10.1(e) or
10.1(f) above, such default rates shall apply immediately and automatically without the need for any election or action of any kind
on the part of Agent or any Lender.


 


Section 10.6           Setoff
Rights. During the continuance of any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time
to time, with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice being hereby expressly waived)
to set off and to appropriate and to apply any and all (a) balances held by such Lender or any of such Lender’s Affiliates
at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to
such Borrower or its Subsidiaries), and (b) other property at any time held or owing by such Lender to or for the credit or for
the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall
exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off shall purchase for cash
(and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary
to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Share of the
Obligations. Each Borrower agrees, to the fullest extent permitted by law, that any Lender and any of such Lender’s Affiliates
may exercise its right to set off with respect to the Obligations as provided in this Section 10.6.


 



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Section 10.7           Application
of Proceeds.


 


(a)           Notwithstanding
anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower
irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from
or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent
and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against
the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.


 


(b)           Following
the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event,
Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received
by Agent, in such order as Agent may from time to time elect.


 


(c)           Notwithstanding
anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent
shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by
Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing
to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities,
liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents
or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions
of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and
fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance
remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent
jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until
exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in
any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such
category.


 


Section 10.8           Waivers.


 


(a)           Except
as otherwise provided for in this Agreement and to the fullest extent permitted by applicable Law, each Borrower waives: (i) presentment,
demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity,
release, compromise, settlement, extension or renewal of any or all Financing Documents, the Notes or any other notes, commercial paper,
accounts, contracts, documents, Instruments, Chattel Paper and Guarantees at any time held by Lenders on which any Borrower may
in any way be liable, and hereby ratifies and confirms whatever Lenders may do in this regard; (ii) all rights to notice and a hearing
prior to Agent’s or any Lender’s taking possession or control of, or to Agent’s or any Lender’s replevy, attachment
or levy upon, any Collateral or any bond or security which might be required by any court prior to allowing Agent or any Lender to exercise
any of its remedies; and (iii) the benefit of all valuation, appraisal and exemption Laws. Each Borrower acknowledges that it has
been advised by counsel of its choices and decisions with respect to this Agreement, the other Financing Documents and the transactions
evidenced hereby and thereby.


 



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(b)           Each
Borrower for itself and all its successors and assigns, (i) agrees that its liability shall not be in any manner affected by any
indulgence, extension of time, renewal, waiver, or modification granted or consented to by Lender; (ii) consents to any indulgences
and all extensions of time, renewals, waivers, or modifications that may be granted by Agent or any Lender with respect to the payment
or other provisions of the Financing Documents, and to any substitution, exchange or release of the Collateral, or any part thereof,
with or without substitution, and agrees to the addition or release of any Borrower, endorsers, guarantors, or sureties, or whether primarily
or secondarily liable, without notice to any other Borrower and without affecting its liability hereunder; (iii) agrees that its
liability shall be unconditional and without regard to the liability of any other Borrower, Agent or any Lender for any tax on the indebtedness;
and (iv) to the fullest extent permitted by law, expressly waives the benefit of any statute or rule of law or equity now provided,
or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing.


 


(c)           To
the extent that Agent or any Lender may have acquiesced in any noncompliance with any requirements or conditions precedent to the closing
of the Loans or to any subsequent disbursement of Loan proceeds, such acquiescence shall not be deemed to constitute a waiver by Agent
or any Lender of such requirements with respect to any future disbursements of Loan proceeds and Agent may at any time after such acquiescence
require Borrowers to comply with all such requirements. Any forbearance by Agent or Lender in exercising any right or remedy under any
of the Financing Documents, or otherwise afforded by applicable law, including any failure to accelerate the maturity date of the Loans,
shall not be a waiver of or preclude the exercise of any right or remedy nor shall it serve as a novation of the Notes or as a reinstatement
of the Loans or a waiver of such right of acceleration or the right to insist upon strict compliance of the terms of the Financing Documents.
Agent’s or any Lender’s acceptance of payment of any sum secured by any of the Financing Documents after the due date of
such payment shall not be a waiver of Agent’s and such Lender’s right to either require prompt payment when due of all other
sums so secured or to declare a default for failure to make prompt payment. The procurement of insurance or the payment of taxes or other
Liens or charges by Agent as the result of an Event of Default shall not be a waiver of Agent’s right to accelerate the maturity
of the Loans, nor shall Agent’s receipt of any condemnation awards, insurance proceeds, or damages under this Agreement operate
to cure or waive any Credit Party’s default in payment of sums secured by any of the Financing Documents.


 


(d)           Without
limiting the generality of anything contained in this Agreement or the other Financing Documents, each Borrower agrees that if an Event
of Default is continuing (i) Agent and Lenders shall not be subject to any “one action” or “election of remedies”
law or rule, and (ii) all Liens and other rights, remedies or privileges provided to Agent or Lenders shall remain in full force
and effect until Agent or Lenders have exhausted all remedies against the Collateral and any other properties owned by Borrowers and
the Financing Documents and other security instruments or agreements securing the Loans have been foreclosed, sold and/or otherwise realized
upon in satisfaction of Borrowers’ obligations under the Financing Documents.


 


(e)           Nothing
contained herein or in any other Financing Document shall be construed as requiring Agent or any Lender to resort to any part of the
Collateral for the satisfaction of any of Borrowers’ obligations under the Financing Documents in preference or priority to any
other Collateral, and Agent may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect
of Borrowers’ obligations under the Financing Documents. In addition, Agent shall have the right from time to time to partially
foreclose upon any Collateral in any manner and for any amounts secured by the Financing Documents then due and payable as determined
by Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event any Borrower defaults
beyond any applicable grace period in the payment of one or more scheduled payments of principal and/or interest, Agent may foreclose
upon all or any part of the Collateral to recover such delinquent payments, or (ii) in the event Agent elects to accelerate less
than the entire outstanding principal balance of the Loans, Agent may foreclose all or any part of the Collateral to recover so much
of the principal balance of the Loans as Lender may accelerate and such other sums secured by one or more of the Financing Documents
as Agent may elect. Notwithstanding one or more partial foreclosures, any unforeclosed Collateral shall remain subject to the Financing
Documents to secure payment of sums secured by the Financing Documents and not previously recovered.


 



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(f)            To
the fullest extent permitted by law, each Borrower, for itself and its successors and assigns, waives in the event of foreclosure of
any or all of the Collateral any equitable right otherwise available to any Credit Party which would require the separate sale of any
of the Collateral or require Agent or Lenders to exhaust their remedies against any part of the Collateral before proceeding against
any other part of the Collateral; and further in the event of such foreclosure each Borrower does hereby expressly consent to and authorize,
at the option of Agent, the foreclosure and sale either separately or together of each part of the Collateral.


 


Section 10.9           Injunctive
Relief. The parties acknowledge and agree that, in the event of a breach or threatened breach of any Credit Party’s obligations
under any Financing Documents, Agent and Lenders may have no adequate remedy in money damages and, accordingly, shall be entitled to
an injunction (including, without limitation, a temporary restraining order, preliminary injunction, writ of attachment, or order compelling
an audit) against such breach or threatened breach, including, without limitation, maintaining any cash management and collection procedure
described herein. However, no specification in this Agreement of a specific legal or equitable remedy shall be construed as a waiver
or prohibition against any other legal or equitable remedies in the event of a breach or threatened breach of any provision of this Agreement.
Each Credit Party waives, to the fullest extent permitted by law, the requirement of the posting of any bond in connection with such
injunctive relief. By joining in the Financing Documents as a Credit Party, each Credit Party specifically joins in this Section as
if this Section were a part of each Financing Document executed by such Credit Party.


 


Section 10.10         Marshalling;
Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in payment of any or all of
the Obligations. To the extent that Borrower makes any payment or Agent enforces its Liens or Agent or any Lender exercises its right
of set-off, and such payment or the proceeds of such enforcement or set-off is subsequently invalidated, declared to be fraudulent or
preferential, set aside, or required to be repaid by anyone, then to the extent of such recovery, the Obligations or part thereof originally
intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if
such payment had not been made or such enforcement or set-off had not occurred.


 


Article 11
- AGENT


 


Section 11.1           Appointment
and Authorization. Each Lender hereby irrevocably appoints and authorizes Agent to enter into each of the Financing Documents to
which it is a party (other than this Agreement) on its behalf and to take such actions as Agent on its behalf and to exercise such powers
under the Financing Documents as are delegated to Agent by the terms thereof, together with all such powers as are reasonably incidental
thereto. Subject to the terms of Section 11.16 and to the terms of the other Financing Documents, Agent is authorized and empowered
to amend, modify, or waive any provisions of this Agreement or the other Financing Documents on behalf of Lenders. The provisions of
this Article 11 are solely for the benefit of Agent and Lenders and neither any Borrower nor any other Credit Party shall have any
rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, Agent
shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship
of agency or trust with or for any Borrower or any other Credit Party. Agent may perform any of its duties hereunder, or under the Financing
Documents, by or through its agents, servicers, trustees, investment managers or employees.


 



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Section 11.2           Agent
and Affiliates. Agent shall have the same rights and powers under the Financing Documents as any other Lender and may exercise or
refrain from exercising the same as though it were not Agent, and Agent and its Affiliates may lend money to, invest in and generally
engage in any kind of business with each Credit Party or Affiliate of any Credit Party as if it were not Agent hereunder.


 


Section 11.3           Action
by Agent. The duties of Agent shall be mechanical and administrative in nature. Agent shall not have by reason of this Agreement
a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the Financing Documents is intended to or shall
be construed to impose upon Agent any obligations in respect of this Agreement or any of the Financing Documents except as expressly
set forth herein or therein.


 


Section 11.4           Consultation
with Experts. Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants
or experts.


 


Section 11.5           Liability
of Agent. Neither Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be
liable to any Lender for any action taken or not taken by it in connection with the Financing Documents, except that Agent shall be liable
with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct in the
discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither Agent nor any of its
directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain,
inquire into or verify (a) any statement, warranty or representation made in connection with any Financing Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or agreements specified in any Financing Document; (c) the
satisfaction of any condition specified in any Financing Document; (d) the validity, effectiveness, sufficiency or genuineness of
any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection
therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition of any Credit
Party. Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which
may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper
party or parties. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith and if any such
apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was
due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled
(and such other Lenders hereby agree to return to such Lender any such Erroneous Payments received by them).


 


Section 11.6           Indemnification.
Each Lender shall, in accordance with its Pro Rata Share, indemnify Agent (to the extent not reimbursed by Borrowers) upon demand against
any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from Agent’s
gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) that Agent
may suffer or incur in connection with the Financing Documents or any action taken or omitted by Agent hereunder or thereunder. If any
indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional
indemnity and cease, or not commence, to do the acts indemnified against even if so directed by Required Lenders until such additional
indemnity is furnished.


 



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Section 11.7           Right
to Request and Act on Instructions. Agent may at any time request instructions from Lenders with respect to any actions or approvals
which by the terms of this Agreement or of any of the Financing Documents Agent is permitted or desires to take or to grant, and if such
instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval
and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of
the Financing Documents until it shall have received such instructions from Required Lenders or all or such other portion of the Lenders
as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against
Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Financing Documents in accordance
with the instructions of Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and,
notwithstanding the instructions of Required Lenders (or such other applicable portion of the Lenders), Agent shall have no obligation
to take any action if it believes, in good faith, that such action would violate applicable Law or exposes Agent to any liability for
which it has not received satisfactory indemnification in accordance with the provisions of Section 11.6.


 


Section 11.8           Credit
Decision. Each Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action
under the Financing Documents.


 


Section 11.9           Collateral
Matters. Lenders irrevocably authorize Agent, at its option and in its discretion, to (a) release any Lien granted to or held
by Agent under any Security Document (i) upon termination of the Term Loan Commitment and payment in full of all Obligations; or
(ii) constituting property sold or disposed of as part of or in connection with any disposition permitted under any Financing Document
(it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as
to the sale or other disposition of property being made in full compliance with the provisions of the Financing Documents); and (b) subordinate
any Lien granted to or held by Agent under any Security Document to a Permitted Lien that is allowed to have priority over the Liens
granted to or held by Agent pursuant to the definition of “Permitted Liens”. Upon request by Agent at any time, Lenders will
confirm Agent’s authority to release and/or subordinate particular types or items of Collateral pursuant to this Section 11.9.


 


Section 11.10         Agency
for Perfection. Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Agent’s security
interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession
or control. Should any Lender (other than Agent) obtain possession or control of any such assets, such Lender shall notify Agent thereof,
and, promptly upon Agent’s request therefor, shall deliver such assets to Agent or in accordance with Agent’s instructions
or transfer control to Agent in accordance with Agent’s instructions. Each Lender agrees that it will not have any right individually
to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loan unless instructed to do so by Agent
(or consented to by Agent), it being understood and agreed that such rights and remedies may be exercised only by Agent.


 


Section 11.11         Notice
of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default except with
respect to defaults in the payment of principal, interest and fees required to be paid to Agent for the account of Lenders, unless Agent
shall have received written notice from a Lender or a Borrower referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a “notice of default”. Agent will notify each Lender of its receipt of any such notice. Agent
shall take such action with respect to such Default or Event of Default as may be requested by Required Lenders (or all or such other
portion of the Lenders as shall be prescribed by this Agreement) in accordance with the terms hereof. Unless and until Agent has received
any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable or in the best interests of Lenders.


 



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Section 11.12         Assignment
by Agent; Resignation of Agent; Successor Agent.


 


(a)           Agent
may at any time assign its rights, powers, privileges and duties hereunder to (i) another Lender or an Affiliate of Agent or any
Approved Fund, or (ii) any Person to whom Agent, in its capacity as a Lender, has assigned (or will assign, in conjunction with
such assignment of agency rights hereunder) 50% or more of its Loan in accordance with the terms of this Agreement, in each case without
the consent of the Lenders or Borrowers. Following any such assignment, Agent shall endeavor to give notice to the Lenders and Borrowers.
Failure to give such notice shall not affect such assignment in any way or cause the assignment to be ineffective. An assignment by Agent
pursuant to this subsection (a) shall not be deemed a resignation by Agent for purposes of subsection (b) below.


 


(b)           Without
limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice of its
resignation to the Lenders and Borrowers. Upon receipt of any such notice of resignation, Required Lenders shall have the right to appoint
a successor Agent. If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within
ten (10) Business Days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders,
appoint a successor Agent; provided, however, that if Agent shall notify Borrowers and the Lenders that no Person has accepted
such appointment, then such resignation shall nonetheless become effective in accordance with such notice from Agent that no Person has
accepted such appointment and, from and following delivery of such notice, (i) the retiring Agent shall be discharged from its duties
and obligations hereunder and under the other Financing Documents, and (ii) all payments, communications and determinations provided
to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Required Lenders appoint a
successor Agent as provided for above in this paragraph.


 


(c)            Upon
(i) an assignment permitted by subsection (a) above, or (ii) the acceptance of a successor’s appointment as Agent
pursuant to subsection (b) above, such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder
and under the other Financing Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by
Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers and such
successor. After the retiring Agent’s resignation hereunder and under the other Financing Documents, the provisions of this Article and
Section 11.12 shall continue in effect for the benefit of such retiring Agent and its sub-agents in respect of any actions taken
or omitted to be taken by any of them while the retiring Agent was acting or was continuing to act as Agent.


 


Section 11.13         Payment
and Sharing of Payment.


 


(a)           Reserved.


 


(b)           Term
Loan Payments. Payments of principal, interest and fees in respect of the Term Loans will be settled on the date of receipt if received
by Agent on the last Business Day of a month or on the Business Day immediately following the date of receipt if received on any day
other than the last Business Day of a month; provided, however, that, in the case such Lender is a Defaulted Lender, Agent shall
be entitled to set off the funding short-fall against that Defaulted Lender’s respective share of all payments received from any
Borrower.


 



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(c)           Return
of Payments.


 


(i)           If
Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received
by Agent from a Borrower and such related payment is not received by Agent, then Agent will be entitled to recover such amount from such
Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis at the Federal
Funds Rate.


 


(ii)          If
Agent determines at any time that any amount received by Agent under this Agreement must be returned to any Borrower or paid to any other
Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other
Financing Document, Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to
Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest at such rate, if any, as
Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kind.


 


(d)           Defaulted
Lenders. The failure of any Defaulted Lender to make any payment required by it hereunder shall not relieve any other Lender of its
obligations to make payment, but neither any other Lender nor Agent shall be responsible for the failure of any Defaulted Lender to make
any payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall not have any voting
or consent rights under or with respect to any Financing Document or constitute a “Lender” (or be included in the calculation
of “Required Lenders” hereunder) for any voting or consent rights under or with respect to any Financing Document.


 


(e)           Sharing
of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Loan (other than pursuant to the terms of Section 2.8(d)) in excess of its Pro Rata Share of payments
entitled pursuant to the other provisions of this Section 11.13, such Lender shall purchase from the other Lenders such participations
in extensions of credit made by such other Lenders (without recourse, representation or warranty) as shall be necessary to cause such
purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any
portion of the excess payment or other recovery is thereafter required to be returned or otherwise recovered from such purchasing Lender,
such portion of such purchase shall be rescinded and each Lender which has sold a participation to the purchasing Lender shall repay
to the purchasing Lender the purchase price to the ratable extent of such return or recovery, without interest. Each Borrower agrees
that any Lender so purchasing a participation from another Lender pursuant to this clause (e) may, to the fullest extent permitted
by law, exercise all its rights of payment (including pursuant to Section 10.6) with respect to such participation as fully as if
such Lender were the direct creditor of Borrowers in the amount of such participation). If under any applicable bankruptcy, insolvency
or other similar law, any Lender receives a secured claim in lieu of a setoff to which this clause (e) applies, such Lender
shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the
Lenders entitled under this clause (e) to share in the benefits of any recovery on such secured claim.


 


Section 11.14         Right
to Perform, Preserve and Protect. If any Credit Party fails to perform any obligation hereunder or under any other Financing Document,
Agent itself may, but shall not be obligated to, cause such obligation to be performed at Borrowers’ expense. Agent is further
authorized by Borrowers and the Lenders to make expenditures from time to time which Agent, in its reasonable business judgment, deems
necessary or desirable to (a) preserve or protect the business conducted by Borrowers, the Collateral, or any portion thereof, and/or
(b) enhance the likelihood of, or maximize the amount of, repayment of the Loan and other Obligations. Each Borrower hereby agrees
to reimburse Agent on demand for any and all costs, liabilities and obligations incurred by Agent pursuant to this Section 11.14.
Each Lender hereby agrees to indemnify Agent upon demand for any and all costs, liabilities and obligations incurred by Agent pursuant
to this Section 11.14, in accordance with the provisions of Section 11.6.


 



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Section 11.15         Additional
Titled Agents. Except for rights and powers, if any, expressly reserved under this Agreement to any bookrunner, arranger or to any
titled agent named on the cover page of this Agreement, other than Agent (collectively, the “Additional Titled Agents”),
and except for obligations, liabilities, duties and responsibilities, if any, expressly assumed under this Agreement by any Additional
Titled Agent, no Additional Titled Agent, in such capacity, has any rights, powers, liabilities, duties or responsibilities hereunder
or under any of the other Financing Documents. Without limiting the foregoing, no Additional Titled Agent shall have nor be deemed to
have a fiduciary relationship with any Lender. At any time that any Lender serving as an Additional Titled Agent shall have transferred
to any other Person (other than any Affiliates) all of its interests in the Loan, such Lender shall be deemed to have concurrently resigned
as such Additional Titled Agent.


 


Section 11.16         Amendments
and Waivers.


 


(a)           No
provision of this Agreement or any other Financing Document may be amended, waived or otherwise modified unless such amendment, waiver
or other modification is in writing and is signed or otherwise approved by Borrowers, the Required Lenders and any other Lender to the
extent required under Section 11.16(b); provided, however, the Fee Letter may be amended, or rights or privileges thereunder
waived, in a writing executed only by the parties thereto.


 


(b)           In
addition to the required signatures under Section 11.16(a), no provision of this Agreement or any other Financing Document may be
amended, waived or otherwise modified unless such amendment, waiver or other modification is in writing and is signed or otherwise approved
by the following Persons:


 


(i)           if
any amendment, waiver or other modification would increase a Lender’s funding obligations in respect of any Loan, by such Lender;
and/or


 


(ii)          if
the rights or duties of Agent are affected thereby, by Agent;


 


provided,
however, that, in each of (i) and (ii) above, no such amendment, waiver or other modification shall, unless signed
or otherwise approved in writing by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on
or any fees with respect to any Loan or forgive any principal, interest (other than default interest) or fees (other than late charges)
with respect to any Loan; (B) postpone the date fixed for, or waive, any payment (other than any mandatory prepayment pursuant to
Section 2.1(a)(ii)) of principal of any Loan, or of interest on any Loan (other than default interest) or any fees provided for
hereunder (other than late charges) or postpone the date of termination of any commitment of any Lender hereunder; (C) change the
definition of the term Required Lenders or the percentage of Lenders which shall be required for Lenders to take any action hereunder;
(D) release all or substantially all of the Collateral, authorize any Borrower to sell or otherwise dispose of all or substantially
all of the Collateral, release any Guarantor of all or any portion of the Obligations or its Guarantee obligations with respect thereto,
or consent to a transfer of any of the Intellectual Property, except, in each case with respect to this clause (D), as otherwise
may be provided in this Agreement or the other Financing Documents (including in connection with any disposition permitted hereunder);
(E) amend, waive or otherwise modify this Section 11.16(b) or the definitions of the terms used in this Section 11.16(b) insofar
as the definitions affect the substance of this Section 11.16(b); (F) consent to the assignment, delegation or other transfer
by any Credit Party of any of its rights and obligations under any Financing Document or release any Borrower of its payment obligations
under any Financing Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted
pursuant to this Agreement; or (G) amend any of the provisions of Section 10.7 or amend any of the definitions Pro Rata Share,
Term Loan Commitments, Term Loan Tranche 1 Commitments, Term Loan Tranche 2 Commitments, Term Loan Commitment Amount, Term Loan Tranche
1 Commitment Amount, Term Loan Tranche 2 Commitment Amount or Term Loan Commitment Percentage or that provide for the Lenders to receive
their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder. It is hereby understood and agreed that all
Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses
(C), (D), (E), (F) and (G) of the preceding sentence.


 



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Section 11.17         Assignments
and Participations.


 


(a)           Assignments.


 


(i)           Any
Lender may at any time assign to one or more Eligible Assignees all or any portion of such Lender’s Loan together with all related
obligations of such Lender hereunder. Except as Agent may otherwise agree, the amount of any such assignment (determined as of the date
of the applicable Assignment Agreement or, if a “Trade Date” is specified in such Assignment Agreement, as of such Trade
Date) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the assignor’s entire interests in the outstanding
Loan; provided, however, that, in connection with simultaneous assignments to two or more related Approved Funds, such Approved
Funds shall be treated as one assignee for purposes of determining compliance with the minimum assignment size referred to above. Borrowers
and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to
an Eligible Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed
by the applicable parties thereto and a processing fee of $3,500 to be paid by the assigning Lender; provided, however, that only
one processing fee shall be payable in connection with simultaneous assignments to two or more related Approved Funds.


 


(ii)          From
and after the date on which the conditions described above have been met, (A) such Eligible Assignee shall be deemed automatically
to have become a party hereto and, to the extent of the interests assigned to such Eligible Assignee pursuant to such Assignment Agreement,
shall have the rights and obligations of a Lender hereunder, and (B) the assigning Lender, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights and obligations hereunder
(other than those that survive termination pursuant to Section 12.1). Upon the request of the Eligible Assignee (and, as applicable,
the assigning Lender) pursuant to an effective Assignment Agreement, each Borrower shall execute and deliver to Agent for delivery to
the Eligible Assignee (and, as applicable, the assigning Lender) Notes in the aggregate principal amount of the Eligible Assignee’s
Loan (and, as applicable, Notes in the principal amount of that portion of the principal amount of the Loan retained by the assigning
Lender). Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to Borrower Representative any prior Note
held by it.


 



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(iii)         Agent,
acting solely for this purpose as an agent of Borrower, shall maintain at the office of its servicer located in Bethesda, Maryland a
copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender, and the
commitments of, and principal amount (and stated interest) of the Loan owing to, such Lender pursuant to the terms hereof (the “Register”).
Any assignment of any Loan or other obligation hereunder shall be effective, as to Borrowers, only upon appropriate entries with respect
thereto being made in the Register. The entries in such Register shall be conclusive, absent manifest error, and Borrower, Agent and
Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. Such Register shall be available for inspection by Borrower and any Lender, at any
reasonable time upon reasonable prior notice to Agent. Each Lender that sells a participation shall, acting solely for this purpose as
an agent of Borrower maintain a register on which it enters the name and address of each participant and the principal amounts (and stated
interest) of each participant’s interest in the Loans or other Obligations under the Financing Documents (each, a “Participant
Register”). The entries in the Participant Registers shall be conclusive, absent manifest error. Each Participant Register
shall be available for inspection by Borrower and Agent at any reasonable time upon reasonable prior notice to the applicable Lender;
provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity
of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other
obligations under any Financing Document) to any Person (including Borrower) except to the extent that such disclosure is necessary to
establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of
the United States Treasury Regulations. For the avoidance of doubt, Agent (in its capacity as Agent) shall have no responsibility for
maintaining a Participant Register.


 


(iv)         Notwithstanding
the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, any Lender may at any time pledge
or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including
any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, however, that no such pledge or assignment
shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.


 


(v)          Notwithstanding
the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, Agent has the right, but not the
obligation, to effectuate assignments of Loan via an electronic settlement system acceptable to Agent as designated in writing from time
to time to the Lenders by Agent (the “Settlement Service”). At any time when Agent elects, in its sole discretion,
to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to
the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 11.17(a).
Each assigning Lender and proposed Eligible Assignee shall comply with the requirements of the Settlement Service in connection with
effecting any assignment of Loan pursuant to the Settlement Service. With the prior written approval of Agent, Agent’s approval
of such Eligible Assignee shall be deemed to have been automatically granted with respect to any transfer effected through the Settlement
Service. Assignments and assumptions of the Loan shall be effected by the provisions otherwise set forth herein until Agent notifies
Lenders of the Settlement Service as set forth herein.


 



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(b)           Participations.
Any Lender may at any time, without the consent of, or notice to, any Borrower or Agent, sell to one or more Persons (other than any
Borrower or any Borrower’s Affiliates) participating interests in its Loan, commitments or other interests hereunder (any such
Person, a “Participant”). In the event of a sale by a Lender of a participating interest to a Participant, (i) such
Lender’s obligations hereunder shall remain unchanged for all purposes, (ii) Borrowers and Agent shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations hereunder, and (iii) all amounts payable
by each Borrower shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender. Each
Borrower agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each
Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement
to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided,
however, that such right of set-off shall be subject to the obligation of each Participant to share with Lenders, and Lenders agree
to share with each Participant, as provided in Section 11.5. Each Participant (A) agrees to be subject to the provisions of
Sections 2.8(h) and 11.7(c) as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled
to receive any greater payment under Sections 2.8 with respect to any participation, than its participating Lender would have been entitled
to receive, except to the extent such entitlement to receive a greater payment results from a change in applicable Law that occurs after
the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense,
to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 11.17(c) with respect to any
Participant.


 


(c)           Replacement
of Lenders. Within thirty (30) days after: (i) receipt by Agent of notice and demand from any Lender for payment of additional
costs as provided in Section 2.8(f) or Section 2.8(g), which demand shall not have been revoked, (ii) any Borrower
is required to pay Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.8(a) through (g), (iii) any Lender is a Defaulted Lender, and the circumstances causing such status
shall not have been cured or waived; or (iv) any failure by any Lender to consent to a requested amendment, waiver or modification
to any Financing Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent
of each Lender, or each Lender affected thereby, is required with respect thereto (each relevant Lender in the foregoing clauses (i) through
(iv) being an “Affected Lender”) each of Borrower Representative and Agent may, at its option, notify such Affected
Lender and, in the case of Borrowers’ election, Agent, of such Person’s intention to obtain, at Borrowers’ expense,
a replacement Lender (“Replacement Lender”) for such Lender, which Replacement Lender shall be an Eligible Assignee
and, in the event the Replacement Lender is to replace an Affected Lender described in the preceding clause (iv), such Replacement
Lender consents to the requested amendment, waiver or modification making the replaced Lender an Affected Lender. In the event Borrowers
or Agent, as applicable, obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected
Lender shall sell, at par, and assign all of its Loan and funding commitments hereunder to such Replacement Lender in accordance with
the procedures set forth in Section 11.17(a); provided, however, that (A) Borrowers shall have reimbursed such Lender
for its increased costs and additional payments for which it is entitled to reimbursement under Section 2.8(a) through (g),
as applicable, of this Agreement through the date of such sale and assignment, and (B) Borrowers shall pay to Agent the $3,500 processing
fee in respect of such assignment. In the event that a replaced Lender does not execute an Assignment Agreement pursuant to Section 11.17(a) within
five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 11.17(c) and
presentation to such replaced Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 11.17(c), such
replaced Lender shall be deemed to have consented to the terms of such Assignment Agreement, and any such Assignment Agreement executed
by Agent, the Replacement Lender and, to the extent required pursuant to Section 11.17(a), Borrowers, shall be effective for purposes
of this Section 11.17(c) and Section 11.17(a). Upon any such assignment and payment, such replaced Lender shall no longer
constitute a “Lender” for purposes hereof, other than with respect to such rights and obligations that survive termination
as set forth in Section 12.1.


 


(d)           Credit
Party Assignments. No Credit Party may assign, delegate or otherwise transfer any of its rights or other obligations hereunder or
under any other Financing Document without the prior written consent of Agent and each Lender.


 



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Section 11.18         Funding
and Settlement Provisions Applicable When Non-Funding Lenders Exist. So long as Agent has not waived the conditions to the funding
of Loans set forth in Section 7.2 or Section 2.1, any Lender may deliver a notice to Agent stating that such Lender shall not
fund any tranche of the Term Loans due to the non-satisfaction of one or more conditions to funding Loans set forth in Section 7.2
or Section 2.1, and specifying any such non-satisfied conditions. Any Lender delivering any such notice shall become a non-funding
Lender (a “Non-Funding Lender”) for purposes of this Agreement commencing on the Business Day following receipt by
Agent of such notice, and shall cease to be a Non-Funding Lender on the date on which such Lender has either revoked the effectiveness
of such notice or acknowledged in writing to each of Agent the satisfaction of the condition(s) specified in such notice, or Required
Lenders waive the conditions to the funding of such Loans giving rise to such notice by Non-Funding Lender. Each Non-Funding Lender shall
remain a Lender for purposes of this Agreement to the extent that such Non-Funding Lender has Term Loans outstanding in excess of Zero
Dollars ($0); provided, however, that during any period of time that any Non-Funding Lender exists, and notwithstanding any provision
to the contrary set forth herein, the following provisions shall apply:


 


(a)           For
purposes of determining the Pro Rata Share of each Lender under clause (a) of the definition of such term, each Non-Funding Lender
shall be deemed to have a Term Loan Commitment Amount as in effect immediately before such Lender became a Non-Funding Lender.


 


(b)           Except
as provided in clause (a) above, the Term Loan Commitment Amount of each Non-Funding Lender shall be deemed to be Zero Dollars ($0).


 


(c)           The
Term Loan Commitment at any date of determination during such period shall be deemed to be equal to the sum of (i) the aggregate
Term Loan Commitment Amounts of all Lenders, other than the Non-Funding Lenders as of such date plus (ii) the aggregate principal
amount outstanding under the Term Loans of all Non-Funding Lenders as of such date.


 


Article 12
- MISCELLANEOUS


 


Section 12.1           Survival.
All agreements, representations and warranties made herein and in every other Financing Document shall survive the execution and delivery
of this Agreement and the other Financing Documents. The provisions of Section 2.10 and Articles 11 and 12 shall survive the payment
of the Obligations (both with respect to any Lender and all Lenders collectively) and any termination of this Agreement and any judgment
with respect to any Obligations, including any final foreclosure judgment with respect to any Security Document, and no unpaid or unperformed,
current or future, Obligations will merge into any such judgment.


 


Section 12.2           No
Waivers. No failure or delay by Agent or any Lender in exercising any right, power or privilege under any Financing Document shall
operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein and therein provided shall be cumulative and not exclusive of
any rights or remedies provided by law. Any reference in any Financing Document to the “continuing” nature of any Event of
Default shall not be construed as establishing or otherwise indicating that any Borrower or any other Credit Party has the independent
right to cure any such Event of Default, but is rather presented merely for convenience should such Event of Default be waived in accordance
with the terms of the applicable Financing Documents.


 



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Section 12.3           Notices.


 


(a)           All
notices, requests and other communications to any party hereunder shall be in writing (including prepaid overnight courier, email or
similar writing) and shall be given to such party at its address or e-mail address set forth below or on the signature pages hereof
(or, in the case of any such Lender who becomes a Lender after the date hereof, in an Assignment Agreement or in a notice delivered to
Borrower Representative and Agent by the assignee Lender forthwith upon such assignment) or at such other address or e-mail address as
such party may hereafter specify for the purpose by notice to Agent and Borrower Representative; provided, however, that
notices, requests or other communications shall be permitted by electronic means only in accordance with the provisions of Section 13.3(b) and
(c). Each such notice, request or other communication shall be effective (i) if given by electronic means, in accordance with the
provisions of Section 13.3(b) and (c), or (ii) if given by mail, prepaid overnight courier or any other means, when received
or when receipt is refused at the applicable address specified by this Section 13.3(a).


 


If
to any Credit Party:


 


TELA Bio, Inc., as Borrower Representative


1 Great Valley Parkway, Suite 24


Malvern, Pennsylvania 19355


Attn: Robert Cuca


Email: rcuca@telabio.com


 


If
to Agent or to MCF (or any of its Affiliates or Approved Funds) as a Lender:


 


MidCap Financial Trust


c/o MidCap Financial Services, LLC, as servicer


7255 Woodmont Ave, Suite 300


Bethesda, MD 20814


Attn: Account Manager for TELA Bio


Email:   notices@midcapfinancial.com


 


With a copy to:


 


MidCap Financial Trust


c/o MidCap Financial Services, LLC, as servicer


7255 Woodmont Ave, Suite 300


Bethesda, MD 20814


Attn: Legal


Email:   legalnotices@midcapfinancial.com


 


If
to any Lender other than MidCap: at the address set forth on the signature pages to this Agreement or provided as a notice address
for such in connection with any assignment hereunder.


 


(b)           Notices
and other communications to the parties hereto may be delivered or furnished by electronic communication (including e-mail and Internet
or intranet websites) pursuant to procedures approved from time to time by Agent, provided, however, that the foregoing
shall not apply to notices sent directly to any Lender if such Lender has notified Agent that it is incapable of receiving notices by
electronic communication. Agent or Borrower Representative may, in their discretion, agree to accept notices and other communications
to them hereunder by electronic communications pursuant to procedures approved by it, provided, however, that approval
of such procedures may be limited to particular notices or communications.


 



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(c)           Unless
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgment), and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor, provided, however,
that if any such notice or other communication is not sent or posted during normal business hours, such notice or communication shall
be deemed to have been sent at the opening of business on the next Business Day.


 


Section 12.4           Severability.
In case any provision of or obligation under this Agreement or any other Financing Document shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation
in any other jurisdiction, shall not in any way be affected or impaired thereby.


 


Section 12.5           Headings.
Headings and captions used in the Financing Documents (including the Exhibits, Schedules and Annexes hereto and thereto) are included
for convenience of reference only and shall not be given any substantive effect.


 


Section 12.6           Confidentiality.
Agent and each Lender shall hold all non-public information regarding the Credit Parties and their respective businesses obtained by
Agent or any Lender pursuant to the requirements hereof in accordance with such Person’s customary procedures for handling information
of such nature, except that disclosure of such information may be made (i) to their respective agents, employees, Subsidiaries,
Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management
services, (ii) to prospective transferees or purchasers of any interest in the Loans, Agent or a Lender, provided, however,
that any such Persons are bound by obligations of confidentiality, (iii) as required by Law, subpoena, judicial order or similar
order and in connection with any litigation, (iv) as may be required in connection with the examination, audit or similar investigation
of such Person, (v) as Agent or any Lender considers appropriate in exercising remedies under the Financing Documents and (vi) to
a Person that is a trustee, investment advisor or investment manager, collateral manager, servicer, noteholder or secured party in a
Securitization (as hereinafter defined) in connection with the administration, servicing and reporting on the assets serving as collateral
for such Securitization. For the purposes of this Section, “Securitization” means (A) the pledge of the Loans
as collateral security for loans to a Lender, or (B) a public or private offering by a Lender or any of its Affiliates or their
respective successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in part, by
the Loans. Confidential information shall include only such information identified as such at the time provided to Agent and shall not
include information that either: (y) is in the public domain, or becomes part of the public domain after disclosure to such Person
through no fault of such Person, or (z) is disclosed to such Person by a Person other than a Credit Party, provided, however,
Agent does not have actual knowledge that such Person is prohibited from disclosing such information. The obligations of Agent and Lenders
under this Section 12.6 shall supersede and replace the obligations of Agent and Lenders under any confidentiality agreement in
respect of this financing executed and delivered by Agent or any Lender prior to the date hereof.


 


Section 12.7           Waiver
of Consequential and Other Damages. To the fullest extent permitted by applicable law, no Borrower shall assert, and each Borrower
hereby waives, any claim against any Indemnitee (as defined below), on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any
other Financing Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby,
any Loan or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Financing Documents or the transactions contemplated hereby or thereby.


 



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Section 12.8           GOVERNING
LAW; SUBMISSION TO JURISDICTION.


 


(a)           THIS
AGREEMENT, EACH NOTE AND EACH OTHER FINANCING DOCUMENT, AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM
(WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW).


 


(b)           EACH
PARTY HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED in the State of New York in the City of New York,
Borough of Manhattan, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER
FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID
COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PARTY BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE
SAME HAS BEEN POSTED.


 


Section 12.9           WAIVER
OF JURY TRIAL. EACH BORROWER, AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH BORROWER, AGENT AND EACH LENDER ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS
AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH
BORROWER, AGENT AND EACH LENDER WARRANTS AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL,
AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.


 


Section 12.10         Publication;
Advertisement.


 


(a)           Publication.
No Credit Party will directly or indirectly publish, disclose or otherwise use in any public disclosure, advertising material, promotional
material, press release or interview, any reference to the name, logo or any trademark of MCF or any of its Affiliates or any reference
to this Agreement or the financing evidenced hereby, in any case except (i) as required by Law, subpoena or judicial or similar
order, in which case the applicable Credit Party shall give Agent prior written notice of such publication or other disclosure, or (ii) with
MCF’s prior written consent; provided that public disclosures filed with the SEC are permitted without MCF’s prior written
consent.


 



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(b)           Advertisement.
Each Lender and each Credit Party hereby authorizes MCF to publish the name of such Lender and Credit Party, the existence of the financing
arrangements referenced under this Agreement, the primary purpose and/or structure of those arrangements, the amount of credit extended
under each facility, the title and role of each party to this Agreement, and the total amount of the financing evidenced hereby in any
 “tombstone”, comparable advertisement or press release which MCF elects to submit for publication. In addition, each Lender
and each Credit Party agrees that MCF may provide lending industry trade organizations with information necessary and customary for inclusion
in league table measurements after the Closing Date. With respect to any of the foregoing, MCF shall provide Borrowers with an opportunity
to review and confer with MCF regarding the contents of any such tombstone, advertisement or information, as applicable, prior to its
submission for publication and, following such review period, MCF may, from time to time, publish such information in any media form
desired by MCF, until such time that Borrowers shall have requested MCF cease any such further publication.


 


Section 12.11         Counterparts;
Integration. This Agreement and the other Financing Documents may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures by facsimile or by
electronic mail delivery of an electronic version of any executed signature page shall bind the parties hereto. In furtherance of
the foregoing, the words “execution”, “signed”, “signature”, “delivery” and words of
like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or
thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based
on the Uniform Electronic Transactions Act.  As used herein, “Electronic Signature” means an electronic sound,
symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate
or accept such contract or other record. This Agreement and the other Financing Documents constitute the entire agreement and understanding
among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter
hereof.


 


Section 12.12         No
Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event
an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of
this Agreement.


 


Section 12.13         Lender
Approvals. Unless expressly provided herein to the contrary, any approval, consent, waiver or satisfaction of Agent or Lenders with
respect to any matter that is the subject of this Agreement, the other Financing Documents may be granted or withheld by Agent and Lenders
in their sole and absolute discretion and credit judgment.


 



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Section 12.14         Expenses;
Indemnity


 


(a)           Except
with respect to Indemnified Taxes, Other Taxes and Excluded Taxes, which shall be governed exclusively by Section 2.8, Borrowers
hereby agree to promptly pay (i) all costs and expenses of Agent (including, without limitation, the fees, costs and expenses of
counsel to, and independent appraisers and consultants retained by Agent) in connection with the examination, review, due diligence investigation,
documentation, negotiation, closing and syndication of the transactions contemplated by the Financing Documents, in connection with the
performance by Agent of its rights and remedies under the Financing Documents and in connection with the continued administration of
the Financing Documents including (A) any amendments, modifications, consents and waivers to and/or under any and all Financing
Documents, and (B) any periodic public record searches conducted by or at the request of Agent (including, without limitation, title
investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable
corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain
Persons); (ii) without limitation of the preceding clause (i), all costs and expenses of Agent in connection with the creation,
perfection and maintenance of Liens pursuant to the Financing Documents; (iii) without limitation of the preceding clause (i), all
costs and expenses of Agent in connection with (A) protecting, storing, insuring, handling, maintaining or selling any Collateral,
(B) any litigation, dispute, suit or proceeding relating to any Financing Document, and (C) any workout, collection, bankruptcy,
insolvency and other enforcement proceedings under any and all of the Financing Documents; (iv) without limitation of the preceding
clause (i), all costs and expenses of Agent in connection with Agent’s reservation of funds in anticipation of the funding of the
initial Loans to be made hereunder; and (v) all costs and expenses incurred by Lenders in connection with any litigation, dispute,
suit or proceeding relating to any Financing Document and in connection with any workout, collection, bankruptcy, insolvency and other
enforcement proceedings under any and all Financing Documents, whether or not Agent or Lenders are a party thereto.


 


(b)           Each
Borrower hereby agrees to indemnify, pay and hold harmless Agent and Lenders and the officers, directors, employees, trustees, agents,
investment advisors and investment managers, collateral managers, servicers, and counsel of Agent and Lenders (collectively called the
 “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for
such Indemnitee) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or
not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of a Credit Party,
and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission,
fee or compensation claimed by any broker (other than any broker retained by Agent or Lenders) asserting any right to payment for the
transactions contemplated hereby, which may be imposed on, incurred by or asserted against such Indemnitee as a result of or in connection
with the transactions contemplated hereby or by the other Financing Documents (including (i)(A) as a direct or indirect result of
the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously
owned, leased or operated by Borrower, any Subsidiary or any other Person of any Hazardous Materials, (B) arising out of or relating
to the offsite disposal of any materials generated or present on any such property, or (C) arising out of or resulting from the
environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether
or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of Borrower or any Subsidiary,
and (ii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans,
except that Borrower shall have no obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence
or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction. To the
extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, Borrower shall contribute the maximum
portion which it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all such indemnified liabilities
incurred by the Indemnitees or any of them. This Section 12.14(b) shall not apply with respect to Taxes other than any Taxes
that represent liabilities, obligations, losses, damages, claims etc. arising from any non-Tax claim.


 



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(c)           Notwithstanding
any contrary provision in this Agreement, the obligations of Borrowers under this Section 12.14 shall survive the payment in full
of the Obligations and the termination of this Agreement. NO INDEMNITEE SHALL BE RESPONSIBLE OR LIABLE TO THE BORROWERS OR TO ANY OTHER
PARTY TO ANY FINANCING DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY
THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING
BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED
HEREUNDER OR THEREUNDER.


 


Section 12.15         Reserved


 


Section 12.16         Reinstatement.
This Agreement shall remain in full force and effect and continue to be effective should any petition or other proceeding be filed by
or against any Credit Party for liquidation or reorganization, should any Credit Party become insolvent or make an assignment for the
benefit of any creditor or creditors or should an interim receiver, receiver, receiver and manager or trustee be appointed for all or
any significant part of any Credit Party’s assets, and shall continue to be effective or to be reinstated, as the case may be,
if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced
in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a fraudulent preference reviewable
transaction or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof,
is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not
so rescinded, reduced, restored or returned.


 


Section 12.17         Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of Borrowers and Agent and each Lender and their respective
successors and permitted assigns.


 


Section 12.18         USA
PATRIOT Act Notification. Agent (for itself and not on behalf of any Lender) and each Lender hereby notifies Borrowers that pursuant
to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record certain information and documentation that identifies
Borrowers, which information includes the name and address of Borrower and such other information that will allow Agent or such Lender,
as applicable, to identify Borrowers in accordance with the USA PATRIOT Act.


 


Section 12.19         Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Financing Document
or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of
any Affected Financial Institution arising under any Financing Document, to the extent such liability is unsecured, may be subject to
the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to
be bound by:


 


(f)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(g)           the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)           a
reduction in full or in part or cancellation of any such liability;


 



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(ii)            a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Financing Document; or


 


(iii)           the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


Section 12.20        Erroneous
Payments.


 


(a)            Each
Lender and any other party hereto hereby severally agrees that if (i) the Agent notifies (which such notice shall be conclusive
absent manifest error) such Lender (or the Lender which is an Affiliate of a Lender) or any other Person that has received funds from
the Agent or any of its Affiliates, either for its own account or on behalf of a Lender (each such recipient, a “Payment Recipient”)
that the Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to,
or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any
Payment Recipient receives any payment from the Agent (or any of its Affiliates) (x) that is in a different amount than, or
on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates)
with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment,
prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable,
or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part)
then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of
this Section 12.20(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise;
individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have
knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall
require the Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that
it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off
or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payments, including without
limitation waiver of any defense based on “discharge for value” or any similar doctrine.


 


(b)           Without
limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall
promptly notify the Agent in writing of such occurrence.


 


(c)            In
the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Agent
and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and upon demand from the Agent such
Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but
in all events no later than one Business Day thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof)
as to which such a demand was made in same day funds and in the currency so received, together with interest thereon in respect
of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date
such amount is repaid to the Agent at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking
industry rules on interbank compensation from time to time in effect.


 






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(d)            In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent
in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient
(such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion
of the Agent and upon the Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment
of the full face amount of the portion of its Loans (but not its Term Loan Commitment Amount) with respect to which such Erroneous Payment
was made (the “Erroneous Payment Impacted Loans”) to the Agent or, at the option of the Agent, the Agent’s applicable
lending affiliate (such assignee, the “Agent Assignee”) in an amount that is equal to the Erroneous Payment Return
Deficiency (or such lesser amount as the Agent may specify) (such assignment of the Loans (but not its Term Loan Commitment Amount) of
the Erroneous Payment Impacted Loans, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest
on such assigned amount, without further consent or approval of any party hereto and without any payment by the Agent Assignee as the
assignee of such Erroneous Payment Deficiency Assignment. Without limitation of its rights hereunder, following the effectiveness of
the Erroneous Payment Deficiency Assignment, the Agent may make a cashless reassignment to the applicable assigning Lender of any Erroneous
Payment Deficiency Assignment at any time by written notice to the applicable assigning Lender and upon such reassignment all of the
Loans assigned pursuant to such Erroneous Payment Deficiency Assignment shall be reassigned to such Lender without any requirement for
payment or other consideration. The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall
be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the
provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 11.17 and
(3) the Agent may reflect such assignments in the Register without further consent or action by any other Person.


 


(e)            Each
party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient
that has received such Erroneous Payment (or portion thereof) for any reason, the Agent (1) shall be subrogated to all the rights
of such Payment Recipient and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment
Recipient under any Financing Document, or otherwise payable or distributable by the Agent to such Payment Recipient from any source,
against any amount due to the Agent under this Section 13.20 or under the indemnification provisions of this Agreement, (y) the
receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment,
repayment, discharge or other satisfaction of any Obligations owed by the Borrower or any other Credit Party, except, in each case, to
the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received
by the Agent from the Borrower or any other Credit Party for the purpose of making for a payment on the Obligations and (z) to the
extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations
or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue
in full force and effect as if such payment or satisfaction had never been received.


 


(f)            Each
party’s obligations under this Section 12.20 shall survive the resignation or replacement of the Agent or any transfer of
right or obligations by, or the replacement of, a Lender, the termination of the Term Loan Commitments or the repayment, satisfaction
or discharge of all Obligations (or any portion thereof) under any Financing Document.


 






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(g)           The
provisions of this Section 12.20 to the contrary notwithstanding, (i) nothing in this Section 12.20 will constitute a
waiver or release of any claim of any party hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment and
(ii) there will only be deemed to be a recovery of the Erroneous Payment to the extent that Agent has received payment from the
Payment Recipient in immediately available funds the Erroneous Payment Return Deficiency, whether directly from the Payment Recipient,
as a result of the exercise by Agent of its rights of subrogation or set off as set forth above in clause (e) or as a result of
the receipt by Agent Assignee of a payment of the outstanding principal balance of the Loans assigned to Agent Assignee pursuant to an
Erroneous Payment Deficiency Assignment, but excluding any other amounts in respect thereof (it being agreed that any payments of interest,
fees, expenses or other amounts (other than principal) received by Agent Assignee in respect of the Loans assigned to Agent Assignee
pursuant to an Erroneous Payment Deficiency Assignment shall be the sole property of the Agent Assignee and shall not constitute a recovery
of the Erroneous Payment).


 


Section 12.21        Benchmark
Replacement Setting; Conforming Changes.


 


(a)            The
following terms used in this Section 12.21 shall have the following meanings:


 


“Available Tenor”
means, as of any date of determination with respect to the then-current Benchmark, (a) if such Benchmark is a term rate, any tenor
for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement
or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or
may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this
Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed
from the definition of “Interest Period” or similar term pursuant to Section 12.21.


 


“Benchmark” means,
initially, Term SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that
such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 12.21.


 


“Benchmark
Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that
has been selected by Agent giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the
mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention
for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at
such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would
be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Financing
Documents.


 


“Benchmark Replacement Adjustment”
means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available
Tenor, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value
or zero) that has been selected by Agent giving due consideration to any selection or recommendation by the Relevant Governmental Body,
or any evolving or then-prevailing market convention at such time, for determining a spread adjustment, or method for calculating or
determining such spread adjustment, for such type of replacement for U.S. dollar-denominated syndicated credit facilities at such time.


 






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“Benchmark Replacement Date”
means the earlier to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or
(b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication
of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used
in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);
or (b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such
Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor
for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness
will be determined by reference to the most recent statement or publication referenced in such clause (c) even if any Available
Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


“Benchmark Transition Event”
means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or
publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation
thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component
thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication
of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation
thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official or resolution authority with jurisdiction
over the administrator for such Benchmark (or such component), or a court or an entity with similar insolvency or resolution authority,
which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of
such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or
the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof)
are no longer, or as of a specified future date will no longer be, representative. For the avoidance of doubt, a “Benchmark Transition
Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth
above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation
thereof).


 






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“Benchmark Transition Start
Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date
and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the ninetieth
(90th) day prior to the expected date of such event as of such public statement or publication of information (or if the expected
date of such prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement or publication).


 


“Benchmark Unavailability Period”
means the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or (b) of
that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder
and under any Financing Document in accordance with Section 12.21 and (b) ending at the time that a Benchmark Replacement has
replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 12.21.


 


“Unadjusted Benchmark Replacement”
means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


(b)            Upon
the occurrence of a Benchmark Transition Event, Agent and Borrowers may amend this Agreement to replace the then-current Benchmark with
a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after Agent has posted such proposed amendment to all Lenders and Borrower so long as Agent has not received, by such time, written
notice of objection thereto from Lenders comprising the Required Lenders. No such replacement will occur prior to the applicable Benchmark
Transition Start Date. In connection with the implementation of a Benchmark Replacement, Agent will have the right to make Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing
such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other
Financing Document. Agent will promptly notify Borrower Representative and the Lenders of the implementation of any Benchmark Replacement
and the effectiveness of any Conforming Changes.


 


(c)            Any
determination, decision or election that may be made by Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section will
be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party
to this Agreement or any other Financing Document, except, in each case, as expressly required pursuant to this Section. Notwithstanding
anything to the contrary herein or in any other Financing Document, at any time, (a) if the then-current Benchmark is a term rate
(including Term SOFR) and either (i) any tenor for such Benchmark is not displayed on a screen or other information service that
publishes such rate from time to time as selected by Agent in its reasonable discretion or (ii) the regulatory supervisor for the
administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark
is or will be no longer representative, then Agent may modify the definition of “Interest Period” (or any similar or analogous
definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and (b) if
a tenor that was removed pursuant to clause (a) above either (i) is subsequently displayed on a screen or information service
for a Benchmark or (ii) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a
Benchmark, then Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark
settings at or after such time to reinstate such previously removed tenor. Agent will promptly notify Borrower Representative of the
removal or reinstatement of any tenor of a Benchmark pursuant to this Section.


 






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(d)            Upon
Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, any outstanding affected
Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.


 


[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]


 






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IN
WITNESS WHEREOF, intending to be legally bound each of the parties have caused this Agreement to be executed as of the day
and year first above mentioned.


 



	BORROWERS:	TELA BIO, INC.
	 	 
	 	 
	 	By: 	/s/ Roberto Cuca
	 	Name: Roberto Cuca
	 	Title: Chief Operating Officer & Chief Financial Officer




 






    


     


    

 


	AGENT:	 	 
	 	 	MIDCAP FINANCIAL TRUST
	 	 	 
	 	 	By:	Apollo Capital Management, L.P.,
	 	 	 	its investment manager
	 	 	 
	 	 	By:	Apollo Capital Management GP, LLC,
	 	 	 	its general partner
	 	 	 
	 	 	 
	 	 	 	By: 	/s/ Maurice Amsellem






	 	 	Name:	Maurice Amsellem
	 	 	Title:	Authorized Signatory
	 




 


	 	 	Address:
	 	 	 
	 	 	c/o MidCap Financial Services, LLC, as servicer
	 	 	7255 Woodmont Avenue, Suite 300
	 	 	Bethesda, Maryland 20814
	 	 	Attn: Account Manager for TELA Bio transaction
	 	 	E-mail: notices@midcapfinancial.com
	 	 	 
	 	 	with a copy to:
	 	 	 
	 	 	c/o MidCap Financial Services, LLC, as servicer
	 	 	7255 Woodmont Avenue, Suite 300
	 	 	Bethesda, Maryland 20814
	 	 	Attn: General Counsel
	 	 	E-mail: legalnotices@midcapfinancial.com
	 	 	 
	 	 	 
	 	 	Payment Account Designation:
	 	 	 
	 	 	SunTrust Bank, N.A.
	 	 	ABA #: 061000104
	 	 	Account Name: MidCap Financial Trust – Collections
	 	 	Account #: 1000113400435
	 	 	Attention: TELA Bio Facility



 






    


     


    

 


	LENDER:	 	MIDCAP FINANCIAL TRUST
	 	 	 
	 	 	By:	Apollo Capital Management, L.P.,
	 	 	 	its investment manager
	 	 	 
	 	 	By:	Apollo Capital Management GP, LLC,
	 	 	 	its general partner
	 	 	 
	 	 	 
	 	 	 	By: 	/s/ Maurice Amsellem






	 	 	Name:	Maurice Amsellem
	 	 	Title:	Authorized Signatory
	 


 


	 	 	Address:
	 	 	 
	 	 	c/o MidCap Financial Services, LLC, as servicer
	 	 	7255 Woodmont Avenue, Suite 300
	 	 	Bethesda, Maryland 20814
	 	 	Attn: Account Manager for TELA Bio transaction
	 	 	E-mail: notices@midcapfinancial.com
	 	 	 
	 	 	with a copy to:
	 	 	 
	 	 	c/o MidCap Financial Services, LLC, as servicer
	 	 	7255 Woodmont Avenue, Suite 300
	 	 	Bethesda, Maryland 20814
	 	 	Attn: General Counsel
	 	 	E-mail: legalnotices@midcapfinancial.com



 






    


     


    

 


	LENDER:	 	MIDCAP FUNDING XIII TRUST
	 	 	 



	 	 	By:	Apollo Capital Management, L.P.,
	 	 	 	its investment manager
	 	 	 
	 	 	By:	Apollo Capital Management GP, LLC,
	 	 	 	its general partner
	 	 	 
	 	 	 
	 	 	 	By: 	/s/ Maurice Amsellem







	 	 	Name:	Maurice Amsellem
	 	 	Title:	Authorized Signatory
	 


 


	 	 	Address:
	 	 	 
	 	 	c/o MidCap Financial Services, LLC, as servicer
	 	 	7255 Woodmont Avenue, Suite 200
	 	 	Bethesda, Maryland 20814
	 	 	Attn: Account Manager for TELA Bio transaction
	 	 	Facsimile: 301-941-1450
	 	 	E-mail: notices@midcapfinancial.com
	 	 	 
	 	 	with a copy to:
	 	 	 
	 	 	c/o MidCap Financial Services, LLC, as servicer
	 	 	7255 Woodmont Avenue, Suite 200
	 	 	Bethesda, Maryland 20814
	 	 	Attn: General Counsel
	 	 	Facsimile: 301-941-1450
	 	 	E-mail: legalnotices@midcapfinancial.com



 






    


     


    

 


	LENDER:	 	APOLLO INVESTMENT CORPORATION
	 	 	 
	 	 	By:	Apollo Investment Management, L.P., as
	 	 	 	Advisor
	 	 	 
	 	 	By:	ACC Management, LLC, as its General Partner
	 	 	 
	 	 	 
	 	 	 	By: 	/s/ Joseph D. Glatt






	 	 	Name:	Joseph D. Glatt
	 	 	Title:	Vice President




 






    


     


    

 


ANNEXES,
EXHIBITS AND SCHEDULES


 


ANNEXES


 


	Annex A	Commitment Annex



 


EXHIBITS


 


	Exhibit A	Reserved
	Exhibit B	Form of Compliance Certificate
	Exhibit C	Reserved
	Exhibit D	Form of Notice of Borrowing
	Exhibit E-1	Form of U.S. Tax Compliance Certificate
	Exhibit E-2	Form of U.S. Tax Compliance Certificate
	Exhibit E-3	Form of U.S. Tax Compliance Certificate
	Exhibit E-4	Form of U.S. Tax Compliance Certificate
	Exhibit F	Closing Checklist



 


SCHEDULES


 


	Schedule 2.1	Scheduled Principal Payments for Term Loan
	Schedule 3.1	Existence, Organizational ID Numbers, Foreign Qualification, Prior Names
	Schedule 3.4	Capitalization
	Schedule 3.6	Litigation
	Schedule 3.15	Broker Fees
	Schedule 3.17	Material Contracts
	Schedule 3.18	Environmental Compliance
	Schedule 3.19	Intellectual Property
	Schedule 4.9	Litigation, Governmental Proceedings and Other Notice Events
	Schedule 4.17	Products and Regulatory Required Permits
	Schedule 5.1	Debt; Contingent Obligations
	Schedule 5.2	Liens
	Schedule 5.7	Permitted Investments
	Schedule 5.8	Affiliate Transactions
	Schedule 5.11	Business Description
	Schedule 5.14	Deposit Accounts and Securities Accounts
	Schedule 6.1	Minimum Revenue
	Schedule 7.4	Post-Closing Obligations
	Schedule 9.1	Collateral
	Schedule 9.2(b)	Location of Collateral
	Schedule 9.2(d)	Chattel Paper, Letter of Credit Rights, Commercial Tort Claims, Instruments, Documents, Investment Property