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 203236992v.1 Schedule A ​ DURABLE AUTOMATIC SELL-TO-COVER INSTRUCTIONS ​ 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]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)]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 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. I hereby certify that, as of the Adoption Date:

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 203236992v.1 203236856v.1 Schedule A ​ DURABLE AUTOMATIC SELL-TO-COVER INSTRUCTIONS ​ 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]1 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)]2Date)]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 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 hereby certify that, as of the Adoption Date:

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 203236992v.1 Schedule A ​ DURABLE AUTOMATIC SELL-TO-COVER INSTRUCTIONS ​ SALE INSTRUCTION This Durable Automatic Sell-to-Cover Sale Instruction (this “Instruction”), which is being delivered to Ocular Therapeutix, IMARA Inc. (the “Company”) by the undersigned on the date set forth below below. I hereby acknowledge that the Company has granted, or may in the future from time to time grant, to me restricted stock units (the “Adoption DateRSUs”), 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 Company’s equity incentive plans as in effect from time to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Acttime. I acknowledge that upon the vesting and settlement of dates applicable to 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 goalssuch RSUs, I will have compensation income equal to the fair market value of the shares of the Company’s Common Stock common stock subject to the RSUs RSU that are settled vest on such settlement date and that the Company is required to withhold income and employment taxes in respect of that compensation incomeincome on the applicable vesting date. I desire 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 me through an automatic sale of a portion of the shares of the Company’s Common Stock common stock that would otherwise be issuable issued to me 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 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 an Internet-based platform administered by a third party (the “Administrator”) and the Administrator’s designated brokerage partner. Upon the settlement of any vesting of my Covered RSUs pursuant to the Agreement from and after the [30th day following the Adoption Date]1 [later of: (i) the 90th day following the Adoption Date or (ii) two business days following the disclosure date 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)]2Durable Automatic Sale Instruction, I hereby appoint the Administrator (or any successor administrator) to automatically sell such number of shares of the Company’s Common Stock common stock issuable with respect to such my RSUs that vested and settled vest 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 upon the vesting and settlement of such the RSUs (based on minimum statutory withholding rates for all tax 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 General Counsel, and any of them acting alone and with full power of substitution, to serve as my attorneys-in-attorneys in fact to arrange for the sale of shares of the Company’s Common Stock common stock in accordance with this Instructionthese durable automatic sale instructions. 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 common stock pursuant to this Instructionthese durable automatic sale instructions. By signing below, I hereby certify represent to the Company that, as of the Adoption date hereof, I am not aware of any material nonpublic information about the Company or its common stock and that I am not prohibited from entering into these durable automatic sale instructions by the Company’s xxxxxxx xxxxxxx policy or otherwise. I have structured these automatic sale instructions to constitute a “binding contract” relating to the sale of common stock, consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. Print Name: Date:

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 203236992v.1 Schedule A ​ DURABLE AUTOMATIC SELL-TO-COVER INSTRUCTIONS SALE INSTRUCTION ​ This Durable Automatic Sell-to-Cover Sale Instruction (this “Instruction”), which is being delivered to Ocular Therapeutix, Inc. (the “Company”) by the undersigned on the date set forth below below. ​ I hereby acknowledge that the Company has granted, or may in the future from time to time grant, to me restricted stock units (the “Adoption DateRSUs”), 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 Company’s equity incentive plans as in effect from time to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Acttime. I acknowledge that upon the vesting and settlement of dates applicable to 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 goalssuch RSUs, I will have compensation income equal to the fair market value of the shares of the Company’s Common Stock common stock subject to the RSUs RSU that are settled vest on such settlement date and that the Company is required to withhold income and employment taxes in respect of that compensation incomeincome on the applicable vesting date. ​ I desire 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 me through an automatic sale of a portion of the shares of the Company’s Common Stock common stock that would otherwise be issuable issued to me 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 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 an Internet-based platform administered by a third party (the “Administrator”) and the Administrator’s designated brokerage partner. Upon the settlement of any vesting of my Covered RSUs pursuant to the Agreement from and after the [30th day following the Adoption Date]1 [later of: (i) the 90th day following the Adoption Date or (ii) two business days following the disclosure date 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)]2Durable Automatic Sale Instruction, I hereby appoint the Administrator (or any successor administrator) to automatically sell such number of shares of the Company’s Common Stock common stock issuable with respect to such my RSUs that vested and settled vest 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 upon the vesting and settlement of such the RSUs (based on minimum statutory withholding rates for all tax 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-attorneys in fact to arrange for the sale of shares of the Company’s Common Stock common stock in accordance with this Instructionthese durable automatic sale instructions. 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 common stock pursuant to this Instructionthese durable automatic sale instructions. ​ By signing below, I hereby certify represent to the Company that, as of the Adoption date hereof, I am not aware of any material nonpublic information about the Company or its common stock and that I am not prohibited from entering into these durable automatic sale instructions by the Company’s xxxxxxx xxxxxxx policy or otherwise. I have structured these automatic sale instructions to constitute a “binding contract” relating to the sale of common stock, consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. ​ ​ ​ ​ ​ ​ ​ ​ Print Name: ​ ​ ​ ​ ​ Date:: ​