0001193125-14-013561 Sample Contracts

Shares CARA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 17th, 2014 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York

Cara Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 17th, 2014 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement, dated as of (this “Agreement”), is made by and between Cara Therapeutics, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 17th, 2014 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Connecticut

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective [Date] (the “Effective Date”), by and between Frédérique Menzaghi (“Executive”) and Cara Therapeutics, Inc. (the “Company”).

SERVICES AGREEMENT
Services Agreement • January 17th, 2014 • Cara Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS SERVICES AGREEMENT (“Agreement”), is entered into as of July 2, 2004, by and between CARA THERAPEUTICS, INC., a Delaware corporation (“Cara”), and BIO DILIGENCE PARTNERS, INC., a Pennsylvania corporation (“Consultant”).

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