Common use of Participant’s Acknowledgements Clause in Contracts

Participant’s Acknowledgements. The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) agrees that in accepting this award, the Participant will be bound by any clawback policy that the Company has adopted or may adopt in the future. ​ ​ ActiveUS 203236856v.1 This Durable Automatic Sell-to-Cover Instruction (this “Instruction”), which is being delivered to Ocular Therapeutix, Inc. (the “Company”) by the undersigned on the date set forth below (the “Adoption Date”), relates to the Covered RSUs (as defined following my signature below). This Instruction provides for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”)) and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act. I acknowledge that upon vesting and settlement of any Covered RSUs in accordance with the applicable RSU’s terms, whether vesting is based on the passage of time or the achievement of performance goals, I will have compensation income equal to the fair market value of the shares of the Company’s Common Stock subject to the RSUs that are settled on such settlement date and that the Company is required to withhold income and employment taxes in respect of that compensation income. I desire to establish a plan and process to satisfy such withholding obligation in respect of all Covered RSUs through an automatic sale of a portion of the shares of the Company’s Common Stock that would otherwise be issuable to me on each applicable settlement date, such portion to be in an amount sufficient to satisfy such withholding obligation, with the proceeds of such sale delivered to the Company in satisfaction of such withholding obligation. I understand that the Company has arranged for the administration and execution of its equity incentive plans and the sale of securities by plan participants thereunder pursuant to a platform administered by a third party (the “Administrator”) and the Administrator’s designated brokerage partner. Upon the settlement of any of my Covered RSUs pursuant to the Agreement after the 30th day following the Adoption Date (or if I am an officer of the Company on the Adoption Date, after the [later of: (i) the 90th day following the Adoption Date or (ii) two business days following the disclosure of the Company’s financial results in Form 10-Q or Form 10-K for the completed fiscal quarter in which the Adoption Date occurs (or, with respect to this clause (ii), if sooner, the 120th day after the Adoption Date)]1 (the “Cooling-Off Period”), I hereby appoint the Administrator (or any successor administrator) to automatically sell such number of shares of the Company’s Common Stock issuable with respect to such RSUs that vested and settled as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by me in connection with the vesting and settlement of such RSUs (based on minimum statutory withholding rates for all tax 1 For a Participant who is a Section 16 officer of the Company, alternatively may insert “120th day following the Adoption Date”. ​ ​ ActiveUS 203236856v.1 ​ purposes, including payroll and social security taxes, that are applicable to such income), and the Company shall receive such net proceeds in satisfaction of such tax withholding obligation. I hereby appoint the Chief Executive Officer, the Chief Financial Officer and the Corporate Counsel, and any of them acting alone and with full power of substitution, to serve as my attorneys-in-fact to arrange for the sale of shares of the Company’s Common Stock in accordance with this Instruction. I agree to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares of Common Stock pursuant to this Instruction. Unless the third and final box in the definition of Covered RSUs below is checked, if I have previously adopted an automatic sale or sell-to-cover instruction relating to Covered RSUs, this Instruction shall be void ab initio with respect to such Covered RSUs. (i) I am not prohibited from entering into this Instruction by the Company’s xxxxxxx xxxxxxx policy or otherwise; (ii) I am not aware of any material nonpublic information about the Company or its Common Stock; and (iii) I am adopting this Instruction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act.

Participant’s Acknowledgements. The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) agrees that in accepting this award, the Participant he or she will be bound by any clawback policy that the Company has adopted or may adopt in the future. ​ ​ ActiveUS 203236856v.1 1000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 This Durable Automatic Sell-to-Cover Sale Instruction (this “Instruction”), which is being delivered to Ocular TherapeutixSchrödinger, Inc. (the “Company”) by the undersigned (the “Participant”) on the date set forth below (below. The Participant acknowledges that the “Adoption Date”)Company has granted, relates or may in the future from time to time grant, to the Covered RSUs Participant restricted stock units (as defined following my signature below). This Instruction provides for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3RSUs”) under the Securities Exchange Act Company’s equity incentive plans as in effect from time to time. The Participant hereby consents and agrees that any taxes due on or following a vesting date as a result of 1934 (the “Exchange Act”)) and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act. I acknowledge that upon vesting and or settlement of any Covered RSUs in accordance with the applicable RSU’s terms, whether vesting is based on the passage of time or the achievement of performance goals, I will have compensation income equal to the fair market value of the shares of the Company’s Common Stock subject to the RSUs that are settled on such settlement date and that the Company is required to withhold income and employment taxes in respect shall be paid through a durable automatic sale of that compensation income. I desire shares as follows: (a) The Participant desires to establish a plan and process to satisfy such withholding obligation in respect of all Covered RSUs that have been, or may in the future be, granted by the Company to the Participant through an automatic sale of a portion of the shares of the Company’s Common Stock that would otherwise be issuable issued to me the Participant on each applicable settlement vesting date, such portion to be in an amount sufficient to satisfy such withholding obligation, with the proceeds of such sale delivered to the Company in satisfaction of such withholding obligation. I understand that . (b) Upon any vesting of the Participant’s RSUs from and after the date of this Durable Automatic Sale Instructions, the Company has arranged shall arrange for the administration and execution of its equity incentive plans and the sale of securities by plan participants thereunder pursuant to a platform administered by a third party (the “Administrator”) and the Administrator’s designated brokerage partner. Upon the settlement of any of my Covered RSUs pursuant to the Agreement after the 30th day following the Adoption Date (or if I am an officer of the Company on the Adoption Date, after the [later of: (i) the 90th day following the Adoption Date or (ii) two business days following the disclosure of the Company’s financial results in Form 10-Q or Form 10-K for the completed fiscal quarter in which the Adoption Date occurs (or, with respect to this clause (ii), if sooner, the 120th day after the Adoption Date)]1 (the “Cooling-Off Period”), I hereby appoint the Administrator (or any successor administrator) to automatically sell such number of shares of the Company’s Common Stock issuable with respect to such the Participant’s RSUs that vested and settled vest as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by me in connection with the Participant upon or following the vesting and settlement of such the RSUs (based on minimum statutory withholding rates for all tax 1 For a Participant who is a Section 16 officer of the Company, alternatively may insert “120th day following the Adoption Date”. ​ ​ ActiveUS 203236856v.1 ​ purposes, including payroll and social security taxes, that are applicable to such income), and the Company shall receive such net proceeds of such sale shall be delivered to the Company in satisfaction of such tax withholding obligation. I hereby appoint the Chief Executive Officer, the Chief Financial Officer and the Corporate Counsel, and any of them acting alone and with full power of substitution, to serve as my attorneys-in-fact to arrange for the sale of shares of the Company’s Common Stock in accordance with this Instruction. I agree to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares of Common Stock pursuant to this Instruction. Unless the third and final box in the definition of Covered RSUs below is checked, if I have previously adopted an automatic sale or sell-to-cover instruction relating to Covered RSUs, this Instruction shall be void ab initio with respect to such Covered RSUsobligations. (i) I am not prohibited from entering into this Instruction by the Company’s xxxxxxx xxxxxxx policy or otherwise; (ii) I am not aware of any material nonpublic information about the Company or its Common Stock; and (iii) I am adopting this Instruction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act.

Participant’s Acknowledgements. The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; and (iv) is fully aware of the legal and binding effect of this Agreement; . The Company has caused the RSUs to be executed by its duly authorized officer. By: Name: Title: The undersigned hereby accepts the foregoing RSUs and (v) agrees to the terms and conditions thereof. By: Name: Address: Telephone: The undersigned hereby consents and agrees that in accepting this award, the Participant will be bound by any clawback policy that the Company has adopted or may adopt in the future. ​ ​ ActiveUS 203236856v.1 This Durable Automatic Sell-to-Cover Instruction (this “Instruction”), which is being delivered to Ocular Therapeutix, Inc. (the “Company”) by the undersigned taxes due on the a vesting date set forth below (the “Adoption Date”), relates to the Covered RSUs (as defined following my signature below). This Instruction provides for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”)) and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act. I acknowledge that upon vesting and settlement of any Covered RSUs in accordance with the applicable RSU’s terms, whether vesting is based on the passage of time or the achievement of performance goals, I will have compensation income equal to the fair market value a result of the shares vesting of the Company’s Common Stock subject to the RSUs that are settled on such settlement date and that the Company is required to withhold income and employment taxes in respect of that compensation income. I desire to establish a plan and process to satisfy such withholding obligation in respect of all Covered RSUs shall be paid through an automatic sale of a portion shares as follows: (a) Upon any vesting of the shares of the Company’s Common Stock that would otherwise be issuable RSUs pursuant to me on each applicable settlement dateSection 3 hereof, such portion to be in an amount sufficient to satisfy such withholding obligation, with the proceeds of such sale delivered to the Company in satisfaction of such withholding obligation. I understand that the Company has arranged shall arrange for the administration and execution of its equity incentive plans and the sale of securities by plan participants thereunder pursuant to a platform administered by a third party (the “Administrator”) and the Administrator’s designated brokerage partner. Upon the settlement of any of my Covered RSUs pursuant to the Agreement after the 30th day following the Adoption Date (or if I am an officer of the Company on the Adoption Date, after the [later of: (i) the 90th day following the Adoption Date or (ii) two business days following the disclosure of the Company’s financial results in Form 10-Q or Form 10-K for the completed fiscal quarter in which the Adoption Date occurs (or, with respect to this clause (ii), if sooner, the 120th day after the Adoption Date)]1 (the “Cooling-Off Period”), I hereby appoint the Administrator (or any successor administrator) to automatically sell such number of shares of the Company’s Common Stock issuable with respect to such the RSUs that vested and settled vest pursuant to Section 3 as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by me in connection with the Participant upon the vesting and settlement of such the RSUs (based on minimum statutory withholding rates for all tax 1 For a Participant who is a Section 16 officer of the Company, alternatively may insert “120th day following the Adoption Date”. ​ ​ ActiveUS 203236856v.1 ​ purposes, including payroll and social security taxes, that are applicable to such income), and the Company shall receive such net proceeds of such sale shall be delivered to the Company in satisfaction of such tax withholding obligation. I obligations. (b) The Participant hereby appoint appoints the Chief Executive Officer, the Chief Financial Officer President and the Corporate CounselChief Business Officer, and any of them acting alone and with full power of substitution, to serve as my attorneys-in-his or her attorneys in fact to arrange for the sale of shares of the CompanyParticipant’s Common Stock in accordance with this Instruction. I agree Schedule A. The Participant agrees to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares of Common Stock pursuant to this Instruction. Unless the third and final box in the definition of Covered RSUs below is checked, if I have previously adopted an automatic sale or sell-to-cover instruction relating to Covered RSUs, this Instruction shall be void ab initio with respect to such Covered RSUs.Schedule A. (ic) I am not prohibited from entering into this Instruction by The Participant represents to the Company’s xxxxxxx xxxxxxx policy Company that, as of the date hereof, he or otherwise; (ii) I am she is not aware of any material nonpublic information about the Company or its the Common Stock and is not prohibited from entering into this Automatic Sale Instruction under the Company’s xxxxxxx xxxxxxx policy, securities laws or otherwise. The Participant and the Company have structured this Agreement, including this Schedule A, to constitute a “binding contract” relating to the sale of Common Stock; and (iii, consistent with the affirmative defense to liability under Section 10(b) I am adopting this Instruction in good faith and not as part of a plan or scheme to evade the prohibitions Securities Exchange Act of 1934 under Rule 10b-5 10b5-1(c) promulgated under the Exchange such Act.

Participant’s Acknowledgements. The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) agrees that in accepting this award, the Participant will be bound by any clawback policy that the Company has adopted or may adopt in the future. ​ ​ ActiveUS 203236856v.1 203236992v.1 ​ This Durable Automatic Sell-to-Cover Instruction (this “Instruction”), which is being delivered to Ocular Therapeutix, Inc. (the “Company”) by the undersigned on the date set forth below (the “Adoption Date”), relates to the Covered RSUs (as defined following my signature below). This Instruction provides for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”)) and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act. I acknowledge that upon vesting and settlement of any Covered RSUs in accordance with the applicable RSU’s terms, whether vesting is based on the passage of time or the achievement of performance goals, I will have compensation income equal to the fair market value of the shares of the Company’s Common Stock subject to the RSUs that are settled on such settlement date and that the Company is required to withhold income and employment taxes in respect of that compensation income. I desire to establish a plan and process to satisfy such withholding obligation in respect of all Covered RSUs through an automatic sale of a portion of the shares of the Company’s Common Stock that would otherwise be issuable to me on each applicable settlement date, such portion to be in an amount sufficient to satisfy such withholding obligation, with the proceeds of such sale delivered to the Company in satisfaction of such withholding obligation. I understand that the Company has arranged for the administration and execution of its equity incentive plans and the sale of securities by plan participants thereunder pursuant to a platform administered by a third party (the “Administrator”) and the Administrator’s designated brokerage partner. Upon the settlement of any of my Covered RSUs pursuant to the Agreement after the [30th day following the Adoption Date (or if I am an officer of the Company on the Adoption Date, after the Date]1 [later of: (i) the 90th day following the Adoption Date or (ii) two business days following the disclosure of the Company’s financial results in Form 10-Q or Form 10-K for the completed fiscal quarter in which the Adoption Date occurs (or, with respect to this clause (ii), if sooner, the 120th day after the Adoption Date)]1 (the “Cooling-Off Period”)Date)]2, I hereby appoint the Administrator (or any successor administrator) to automatically sell such number of shares of the Company’s Common Stock issuable with respect to such RSUs that vested and settled as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory 1 For a Participant who is not a Section 16 officer of the Company, insert “30th day following the Adoption Date”. ​ 2 For a Participant who is a Section 16 officer of the Company, insert “later of: (i) the 90th day following the Adoption Date or (ii) two business days following the disclosure of the Company’s financial results in Form 10-Q or Form 10-K for the completed fiscal quarter in which this Instruction was adopted (or, with respect to this clause (ii), if sooner, the 120th day after adoption of this Instruction)” or, alternatively, “120th day following the Adoption Date”. ​ ​ ActiveUS 203236992v.1 ​ withholding obligations with respect to the income recognized by me in connection with the vesting and settlement of such RSUs (based on minimum statutory withholding rates for all tax 1 For a Participant who is a Section 16 officer of the Company, alternatively may insert “120th day following the Adoption Date”. ​ ​ ActiveUS 203236856v.1 ​ purposes, including payroll and social security taxes, that are applicable to such income), and the Company shall receive such net proceeds in satisfaction of such tax withholding obligation. I hereby appoint the Chief Executive Officer, the Chief Financial Officer and the Corporate Counsel, and any of them acting alone and with full power of substitution, to serve as my attorneys-in-fact to arrange for the sale of shares of the Company’s Common Stock in accordance with this Instruction. I agree to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares of Common Stock pursuant to this Instruction. Unless the third and final box in the definition of Covered RSUs below is checked, if I have previously adopted an automatic sale or sell-to-cover instruction relating to Covered RSUs, this Instruction shall be void ab initio with respect to such Covered RSUs. (i) I am not prohibited from entering into this Instruction by the Company’s xxxxxxx xxxxxxx policy or otherwise; (ii) I am not aware of any material nonpublic information about the Company or its Common Stock; and (iii) I am adopting this Instruction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act.