OMNIBUS AMENDMENT

Exhibit 4.5

OMNIBUS AMENDMENT

THIS OMNIBUS AMENDMENT (the “Agreement”) is made and entered into as of August 25, 2009 between Alimera Sciences, Inc., a Delaware corporation (the “Company”) and each person or entity identified as a “Stockholder” on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”).

RECITALS

WHEREAS, the Company proposes to issue shares of its Series C-1 Preferred Stock and warrants to purchase shares of its Series C-1 Preferred Stock (the “Series C-1 Financing”) pursuant to the terms and conditions of that certain Series C-1 Preferred Stock and Warrant Purchase Agreement of even date herewith (the “Stock Purchase Agreement”);

WHEREAS, certain of the Stockholders are parties to each of (i) that certain Second Amended and Restated Investor Rights Agreement, dated as of March 17, 2008, by and among the Company and certain holders of the Company’s capital stock (the “Investor Rights Agreement”) and (ii) that certain Second Amended and Restated Stock Sale Agreement, dated as of March 17, 2008, by and among the Company and certain holders of the Company’s capital stock (the “Stock Sale Agreement”);

WHEREAS, pursuant to Section 7.5 of the Investor Rights Agreement, any term of the Investor Rights Agreement may be amended with the written consent of the Company and the Investors holding at least two-thirds (2/3) of the shares of Investor Stock (as defined therein), voting together as a single group, and including, for such purposes, shares of Common Stock into which any shares of Investor Stock have been converted (collectively, the “XXX Requisite Parties”);

WHEREAS, pursuant to Section 9.3 of the Stock Sale Agreement, any term of the Stock Sale Agreement may be amended with the written consent of the Company, the holders of at least a majority of the then outstanding Common Stock held by the Common Holders then providing services to the Company as an officer, employee or consultant, and the holders of at least a majority of the then outstanding Preferred Stock held by the Investors (each as defined therein) (collectively, the “Stock Sale Agreement Requisite Parties”);

WHEREAS, Dr. Xxxxxx Xxxxxxx is an Eligible Holder (as defined in the Investor Rights Agreement) with a right to purchase his Pro Rata Share (as defined in the Investor Rights Agreement) of Series C-1 Units issued by the Company in the Series C-1 Financing;

WHEREAS, Xx. Xxxxxxx desires to assign such right to purchase Series C-1 Units to the Xxxxxx X. Xxxxxxx MD PC Pension Plan (the “Xxxxxxx Pension Plan”), such that the Xxxxxxx Pension Plan shall purchase Series C-1 Units issued pursuant to the Stock Purchase Agreement in the Series C-1 Financing; provided, however, that as a condition with such purchase, the Xxxxxxx Pensions Plan shall become a party to each of the Investor Rights Agreement and the Stock Sale Agreement; and

WHEREAS, in connection with the Series C-1 Financing, the Company and the undersigned Stockholders, constituting both the XXX Requisite Parties and the Stock Sale

Agreement Requisite Parties, desire to amend the Investor Rights Agreement and the Stock Sale Agreement as set forth herein and to consent to the admission of the Xxxxxxx Pension Plan as a party to each such agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Amendment of Investor Rights Agreement. Upon execution of this Agreement by the XXX Requisite Parties, the Investor Rights Agreement shall be amended as follows:

A new exhibit, in the form attached hereto as Attachment 1, shall be added to the Investor Rights Agreement as Exhibit F thereto.

The parties to the Investor Rights Agreement shall be deemed to include the investors listed on Exhibit F thereto (as attached by operation hereof), which such parties shall be referred to for purposes of such agreement as the “Series C-1 Investors”. The definition of “Investors” therein shall be amended to include such Series C-1 Investors.

The definition of “Investor Stock” shall be amended to include shares of the Company’s Series C-1 Preferred Stock, par value $0.01 per share, including shares issued or issuable upon exercise of warrants exercisable therefor.

Amendment of Stock Sale Agreement. Upon execution of this Agreement by the Stock Sale Requisite Parties, the Stock Sale Agreement shall be amended as follows:

A new exhibit, in the form attached hereto as Attachment 1, shall be added to the Stock Sale Agreement as Exhibit E thereto.

The parties to the Stock Sale Agreement shall be deemed to include the investors listed on Exhibit E thereto (as attached by operation hereof), which such parties shall be referred to for purposes of such agreement as the “Series C-1 Investors”. The definition of each of “Investors” and “Stockholders” shall be amended to include such Series C-1 Investors.

The definition of “Preferred Stock” shall be amended to include shares of the Company’s Series C-1 Preferred Stock, par value $0.01 per share, including shares issued or issuable upon exercise of warrants exercisable therefor.

Xxxxxxx Pension Plan.

By its signature below, the Xxxxxxx Pension Plan hereby agrees, effective as of the date hereof, to be bound by and to become party to the Investor Rights Agreement and the Stock Sale Agreement, each as may be amended from time to time (including, without limitation, by this Agreement), in each case as a “Series C-1 Investor”. The Xxxxxxx Pension Plan further acknowledges that its signature page attached to this agreement shall be deemed a counterpart signature page to each of the Investor Rights Agreement and the Stock Sale Agreement and, as such, may be attached to each such agreement.

Each Stockholder hereby consents to the assignment by Xx. Xxxxxxx of his right under the Investor Rights Agreement to purchase Series C-1 Units to the Xxxxxxx Pension Plan; provided, however, that such consent is expressly conditioned on the execution and delivery by the Xxxxxxx Pension Plan of this Agreement.

Upon execution of this Agreement by each of (i) the XXX Requisite Parties, (ii) the Stock Sale Agreement Requisite Parties and (iii) the Xxxxxxx Pension Plan, each of Investor Rights Agreement and the Stock Sale Agreement shall be amended to include the Xxxxxxx Pension Plan as a party thereto, in each case as a “Series C-1 Investor”.

General.

Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto.

Except as expressly provided herein, all provisions of each of the Investor Rights Agreement and the Stock Sale Agreement shall remain in full force and effect.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to Delaware conflict of law principles.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.


		COMPANY:

		ALIMERA SCIENCES, INC.

		By:
		Name:
		Title:

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.


		STOCKHOLDER:


		Dr. Xxxxxx Xxxxxxx

		XXXXXXX PENSION PLAN:

		XXXXXX X. XXXXXXX MD PC PENSION PLAN

		By:
		Name:
		Title:

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.


		STOCKHOLDERS:

		VENROCK PARTNERS, L.P.
		by its General Partner, Venrock Partners
		Management, LLC

		VENROCK ASSOCIATES IV, L.P. by its General Partner, Venrock Management IV, LLC

		VENROCK ENTREPRENEURS FUND IV, L.P.
		by its General Partner, VEF Management IV, LLC

		By:
		Name:
		Title:		Member

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.


		STOCKHOLDERS:

		INTERSOUTH PARTNERS VII, L.P.

		By:		Intersouth Associates VII, L.P., its General Partner

		By:

		Name: Xxxxxx Xxxxx
		Title: Member, acting pursuant to Power of Attorney

		INTERSOUTH PARTNERS V, L.P.

		By:		Intersouth Associates V, L.P., its General Partner

		By:


		Name: Xxxxxx Xxxxx
		Title: Member, acting pursuant to Power of Attorney

		INTERSOUTH AFFILIATES V, L.P.

		By:		Intersouth Associates V, LLC,
				its General Partner

		By:

		Name: Xxxxxx Xxxxx
		Title: Member, acting pursuant to Power of Attorney

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.


		STOCKHOLDERS:

		INTERSOUTH PARTNERS VI, L.P.

		By:		Intersouth Associates VI, LLC,
				its General Partner

		By:

		Name: Xxxxxx Xxxxx
		Title: Member, acting pursuant to Power of Attorney

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.


		STOCKHOLDERS:

		BAVP, L.P.

		By:		Scale Venture Management I, LLC
		Its:		general partner


		Name: Xxxx Xxxxxx
		Title: Managing Director

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.


		STOCKHOLDERS:

		POLARIS VENTURE PARTNERS IV, L.P.

		By:		Polaris Venture Management Co. IV, L.L.C.,
				its General Partner

		By:
		Name:
		Title:


		POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND IV, L.P.

		By:		Polaris Venture Management Co. IV, L.L.C.,
				its General Partner
		By:
		Name:
		Title:

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.


		STOCKHOLDERS:

		DOMAIN PARTNERS VI, L.P.

		By:		One Xxxxxx Square Associates VI, L.L.C.,
				its General Partner

		By:
		Name:
		Title:


		DP VI ASSOCIATES, L.P.

		By:		One Xxxxxx Square Associates VI, L.L.C.,
				its General Partner

		By:
		Name:
		Title:

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.


		STOCKHOLDERS:

		G&H PARTNERS

		By:
		Name:
		Title:

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

IN WITNESS WHEREOF, this Omnibus Amendment has been duly executed and delivered by the parties as of the date first above written.


		STOCKHOLDERS:

		C. Xxxxxx Xxxxx

		Xxxxx Xxxxxxx

		Xxxxx Xxxxxxx

		Xxxxx Xxxxxxx

		Xxxxx Xxxxx

Signature Page to
Alimera Sciences, Inc.
Omnibus Amendment

Attachment 1

Series C-1 Investors


			Series C-1 Shares
	Series C-1 Closing		Issuable upon
Name of Investor	Shares		Warrant Exercise
Venrock Associates IV, L.P.		429,125		858,250

Venrock Entrepreneurs’ Fund IV, L.P.		10,544		21,088

Venrock Partners, L.P.		87,512		175,024

Intersouth Partners VII, L.P.		421,257		842,514

Intersouth Partners V, L.P.		219,787		439,574

Intersouth Affiliates V, L.P.		10,074		20,148

BAVP, L.P.		651,118		1,302,236

Domain Partners VI, L.P.		644,214		1,288,428

DP VI Associates, L.P.		6,904		13,808

Polaris Venture Partners IV, L.P.		639,425		1,278,850

Polaris Venture Partners Entrepreneurs’ Fund IV, L.P.		11,693		23,386

The Xxxxxx X. Xxxxxxx MD PC Pension Plan		46,000		92,000

Xxxxxx Xxx Xxxxx		543		1,086

REDLOH Capital, LLC		4,857		9,714

BFG Investments LLC		12,960		25,920

Xxxxxx X. Xxxxxxx, Xx.		4,828		9,656

C&B Capital II, L.P.		35,355		70,710

C&B Capital II (PF), L.P.		29,020		58,040


			Series C-1 Shares
	Series C-1 Closing		Issuable upon
Name of Investor	Shares		Warrant Exercise
Xxxxx Xxxxxx		1,107		2,214

Xxxxxx Xxxxxx		543		1,086

Xxxxx X. and Xxxxx X. Xxxx		7,818		15,636

Xxxxxx X. Xxxx		1,201		2,402

Xxxxxxx X. Xxxx		1,201		2,402

Xxxxxxxx Family LP		3,622		7,244

G&H Partners		10,000		20,000

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OMNIBUS AMENDMENT

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