0000950123-09-055695 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH ALIMERA SCIENCES, INC.
Employment Agreement • October 30th, 2009 • Alimera Sciences Inc • Pharmaceutical preparations • Georgia

This Amended and Restated Employment Agreement (this “Employment Agreement”) entered into between Alimera Sciences, Inc., a Delaware corporation (the “Company”), and Susan Caballa (“Executive”), as of the latest date set forth on the signature page hereto.

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ALIMERA SCIENCES, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT March 17, 2008
Rights Agreement • October 30th, 2009 • Alimera Sciences Inc • Pharmaceutical preparations • Delaware

THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of this 17th day of March, 2008, by and among Alimera Sciences, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (the “Series A Stock”) listed on Exhibit A attached hereto (the “Series A Investors”), the holders of the Company’s Series B Preferred Stock (the “Series B Stock”) listed on Exhibit B attached hereto (the “Series B Investors”), the holders of the Company’s Series C Preferred Stock (the “Series C Stock”) listed on Exhibit C attached hereto (the “Series C Investors”), those holders of the Company’s Common Stock listed on Exhibit D attached hereto (the “Common Holders”), and those holders of stock purchase warrants (the “Warrants”) to purchase shares of the Company’s Common Stock listed on Exhibit E attached hereto (the “Warrant Holders”). The Series A Stock, the Series B Stock and the Series C Stock, together shall be referred to h

OMNIBUS AMENDMENT
Omnibus Amendment • October 30th, 2009 • Alimera Sciences Inc • Pharmaceutical preparations • Delaware

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”).

Alimera Sciences, Inc. 2009 Equity Incentive Plan (As Adopted Effective on the IPO Date)
Alimera Sciences Inc • October 30th, 2009 • Pharmaceutical preparations
OFFICE LEASE RUBICON IN WINDWARD 6120 WINDWARD PARKWAY ALPHARETTA, GEORGIA 30005
Office Lease • October 30th, 2009 • Alimera Sciences Inc • Pharmaceutical preparations • Georgia

This agreement (“Lease”), made and entered into as of this 27 day of May, 2003, by and between Rubicon, L.C., a Georgia limited liability company (“Landlord”) and Alimera Sciences, Inc. (“Tenant”);

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 30th, 2009 • Alimera Sciences Inc • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , between Alimera Sciences, Inc. a Delaware corporation (the “Company”), and (“Indemnitee”).

ALIMERA SCIENCES, INC. SECOND AMENDED AND RESTATED STOCK SALE AGREEMENT
Stock Sale Agreement • October 30th, 2009 • Alimera Sciences Inc • Pharmaceutical preparations • Delaware

THIS SECOND AMENDED AND RESTATED STOCK SALE AGREEMENT (the “Agreement”) is made this 17th day of March, 2008, by and among Alimera Sciences, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), listed on the Schedule of Common Holders attached as Exhibit A hereto (the “Common Holders”), the holders of the Company’s Series A Preferred Stock, par value $0.01 per share (the “Series A Stock”), listed on Exhibit B attached hereto (the “Series A Investors”), the holders of the company’s Series B Preferred Stock, par value $0.01 share (the “Series B Stock”), listed on Exhibit C hereto (the “Series B Investors”) and the holders of the Company’s Series C Preferred Stock, par value $0.01 per share (the “Series C Stock”, and together with the Series A Stock and Series B Stock, the “Preferred Stock”), listed on Exhibit D attached hereto (the “Series C Investors” and, together with the Series A Investors and the Ser

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