30,800,000 Shares Ocular Therapeutix, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2023 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
BOFA SECURITIES, INC. PIPER SANDLER & CO. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 20th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2014 by and between Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
OCULAR THERAPEUTIX, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • November 30th, 2016 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
●] Shares OCULAR THERAPEUTIX, INC. COMMON STOCK, $0.0001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2015 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT OCULAR THERAPEUTIX, INC.Security Agreement • February 22nd, 2024 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2021 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is made on August 28, 2020, by and between Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), and Philip C. Strassburger (“Executive”) and the employment relationship between the Company and the Executive shall be governed by this Agreement commencing as of the Effective Date (as defined below) and continuing in effect until terminated by either party in accordance with this Agreement. In consideration of the mutual covenants contained in this Agreement, the Company and Executive agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2024 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 21, 2024 by and among Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
OCULAR THERAPEUTIX, INC. NONSTATUTORY STOCK OPTION AGREEMENT INDUCEMENT GRANT PURSUANT TO NASDAQ STOCK MARKET RULE 5635(C)(4)Nonstatutory Stock Option Agreement • March 12th, 2020 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Delaware
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 7th, 2023 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Delaware
CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of August 2, 2023 (the “Closing Date”) by and among Barings Finance LLC, a Delaware limited liability company (“Barings”), as administrative agent (“Agent”), the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and OCULAR THERAPEUTIX, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2024 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 21, 2024, by and among Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of the date hereof (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2024 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”) sets forth the terms and conditions of your employment with Ocular Therapeutix, Inc., and will be effective as of February 21, 2024 (the “Effective Date”). Until the Effective Date, the Healthcare Professional Consulting Agreement, dated June 1, 2022, by and between the Company and Peter K. Kaiser, MD (the “Consulting Agreement”), will remain in full force and effect and continue to govern your provision of services to the Company and you and the Company mutually agree that the Consulting Agreement will terminate on the Effective Date. In consideration of the mutual covenants contained in this Agreement, the Company and Executive agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2024 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Agreement”) sets forth the terms and conditions of your employment with Ocular Therapeutix, Inc., and will be effective as of February 22, 2024 (the “Effective Date”). In consideration of the mutual covenants contained in this Agreement, the Company and Executive agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2018 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of September 5, 2017 (the “Effective Date”), by and between Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), and Michael Goldstein (“Executive”). In consideration of the mutual covenants contained in this Agreement, the Company and Executive agree as follows:
OCULAR THERAPEUTIX, INC. Shares of Common Stock (par value $0.0001 per share) Open Market Sale AgreementSMOpen Market Sale Agreement • August 9th, 2021 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Jefferies LLC (the “Agent”), as follows:
6,500,000 Shares OCULAR THERAPEUTIX, INC. COMMON STOCK, $0.0001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2018 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
TRANSITION, SEPARATION AND RELEASE OF CLAIMS AGREEMENTTransition, Separation and Release of Claims Agreement • October 13th, 2017 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Massachusetts
This Transition, Separation and Release of Claims Agreement (the “Agreement”) is made as of the Agreement Effective Date (as defined below) by and between Ocular Therapeutix, Inc. (the “Company”) and James Fortune (“Executive”) (together, the “Parties”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 20th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”) is made and entered into as of January 27, 2012 (“Effective Date”), between Incept LLC, a Delaware Limited Liability Company with its principal place of business in Mountain View, California (“Incept”), and Ocular Therapeutix, Inc., formerly Ocular, Inc., a Delaware corporation with its principal place of business in Bedford, Massachusetts (“Ocular”).
OCULAR THERAPEUTIX, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 11th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Delaware
Ocular Therapeutix, Inc. (the “Company”) has selected you to receive the following restricted stock award pursuant to its 2014 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof.
OCULAR THERAPEUTIX, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT May 31, 2013Investor Rights Agreement • June 20th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Delaware
This Fourth Amended and Restated Investor Rights Agreement (this “Agreement”) dated as of May 31, 2013 is entered into by and among Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), Incept, LLC and Amarpreet Sawhney and Farhad Khosravi (each, a “Founder” and collectively, the “Founders”) and the individuals and entities listed on Exhibit A attached hereto (individually, an “Investor” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2019 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2019 by and among Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), and the “Purchasers” named in that certain Note Purchase Agreement by and among the Company and the Purchasers dated as of February 21, 2019 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
TRANSITION, SEPARATION AND RELEASE OF CLAIMS AGREEMENTTransition, Separation and Release of Claims Agreement • May 30th, 2019 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Massachusetts
This Transition, Separation and Release of Claims Agreement (the “Agreement”) is made as of the Agreement Effective Date (as defined below) by and between Ocular Therapeutix, Inc. (the “Company”) and Dr. Amarpreet S. Sawhney (“Executive”) (together, the “Parties”).
OCULAR THERAPEUTIX, INC. CONSULTING AGREEMENTConsulting Agreement • August 3rd, 2017 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (this “Agreement”) is entered into as of July 31, 2017 by and between Ocular Therapeutix, Inc. (the “Company”), and Anchor Biotech Consulting, LLC (the “Consultant”), and will be effective as of the Separation Date (hereinafter, the “Consulting Effective Date”). Capitalized terms used but not defined herein have the meanings set forth in the Transition, Separation and Release of Claims Agreement entered into by the Company and the Consultant’s founder (the “Separation Agreement”) to which this Agreement is attached as Attachment A.
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 7th, 2019 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Maryland
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”) is dated as of August 2, 2019, by and among OCULAR THERAPEUTIX, INC., a Delaware corporation, (“Borrower”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, in its capacity as administrative agent (“Agent”) for the lenders under the Credit Agreement (as defined below) (“Lenders”), and the Lenders.
SECOND AMENDMENT TO LEASELease • October 16th, 2017 • Ocular Therapeutix, Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) dated as of this 10th day of October, 2017 (the “Effective Date”), is entered into by and between CCC INVESTORS LLC, a Delaware limited liability company (“Landlord”), and OCULAR THERAPEUTIX, INC., a Delaware corporation (f/k/a I-Therapeutix, Inc.) (“Tenant”), relating to the premises located in the building (the “Building”) located in the Town of Bedford, County of Middlesex, Commonwealth of Massachusetts, commonly known as 36 Crosby Drive (the “Property”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDED AND RESTATED...License Agreement • May 7th, 2024 • Ocular Therapeutix, Inc • Pharmaceutical preparations
This AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”) is made and entered into as of January 27, 2012 (“Effective Date”), between Incept LLC, a Delaware Limited Liability Company with its principal place of business in Mountain View, California (“Incept”), and Ocular Therapeutix, Inc., formerly Ocular, Inc., a Delaware corporation with its principal place of business in Bedford, Massachusetts (“Ocular”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2024 • Ocular Therapeutix, Inc • Pharmaceutical preparations
This First Amendment (the “First Amendment”) to the Agreement (as defined below) is dated as of March 13, 2024 (the “Effective Date”), and entered into by and between Ocular Therapeutix, Inc., with offices at 15 Crosby Drive, Bedford, MA 01730 (hereinafter referred to as “Ocular” or “SPONSOR”) and Rabia Ozden with offices at 15 Crosby Drive, Bedford, MA 01730 (hereinafter referred to as “Employee”).
AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT and SECURITY AGREEMENTCredit and Security Agreement • August 7th, 2023 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Maryland
This AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made as of this 4th day of May, 2023, by and among OCULAR THERAPEUTIX, iNC., a Delaware corporation (the “Borrower”), MIDCAP FINANCIAL TRUST, as administrative agent for Lenders (in such capacity and together with its permitted successors and assigns, the “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
ContractNote Purchase Agreement • February 22nd, 2019 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
THIS AGREEMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED, THE “SUBORDINATION AGREEMENT”) DATED AS OF FEBRUARY 21, 2019, AMONG THE COMPANY (AS DEFINED BELOW), PURCHASERS AND THE OTHER HOLDERS (AS DEFINED BELOW), AND MIDCAP FINANCIAL TRUST, AS ADMINISTRATIVE AGENT FOR THE LENDERS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH CURRENT AND FUTURE PURCHASER THAT IS A PARTY TO THIS AGREEMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2017 • Ocular Therapeutix, Inc • Pharmaceutical preparations
This Amendment to Employment Agreement is made and entered into as of the 20th day of June, 2017 (the “Amendment Date”) by and between Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), and Dr. Amarpreet S. Sawhney (“Executive”) (together, the “Parties”).
OCULAR THERAPEUTIX, INC. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 11th, 2024 • Ocular Therapeutix, Inc • Pharmaceutical preparations
Ocular Therapeutix, Inc. (the “Company”) hereby grants the following restricted stock units pursuant to its 2019 Inducement Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof.
SUBORDINATION AGREEMENTSubordination Agreement • February 22nd, 2019 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of February 21, 2019, by and among CAP 1 LLC, a Delaware limited liability company (“Cap 1”), for itself and on behalf of each of the Purchasers and other Holders under (and each term as defined in) the Subordinated NPA (as hereinafter defined) (in such capacity. “Subordinated Agent”; Subordinated Agent, Purchasers and such other Holders, collectively, “Subordinated Creditors”), OCULAR THERAPEUTIX, INC., a Delaware corporation (“Borrower”), and MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as agent (in such capacity, “Senior Agent”), for the holders from time to time of the “Senior Debt” (as hereinafter defined) (the “Lenders,”; Senior Agent and Lenders, collectively, the “Senior Lenders”).
SUPPLEMENTLicense Agreement • March 11th, 2021 • Ocular Therapeutix, Inc • Pharmaceutical preparations
This Supplement (this “Supplement”) to License Agreement by and between Ocular Therapeutix, Inc. and Affamed Therapeutics Limited is made and entered into as of January 18, 2021.
OCULAR THERAPEUTIX, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • July 11th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
OCULAR THERAPEUTIX, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • July 11th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
HEALTHCARE PROFESSIONAL CONSULTANT AGREEMENTHealthcare Professional Consultant Agreement • March 6th, 2023 • Ocular Therapeutix, Inc • Pharmaceutical preparations
THIS HEALTHCARE PROFESSIONAL CONSULTANT AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2022, by and between Ocular Therapeutix, Inc. (“Company”), a Delaware corporation having its principal place of business at 24 Crosby Dr., Bedford, MA 01730 USA and Heier Consulting, LLC, a Massachusetts LLC having its principal place of business at 300 Pier 4 Blvd., Apt. 8N, Boston, MA 02110 (“Consultant”).
