UNDERWRITING AGREEMENT between ALDEYRA THERAPEUTICS, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • March 17th, 2014 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Aldeyra Therapeutics, Inc. a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 17th, 2014 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of , is made by and between Aldeyra Therapeutics Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s Subsidiaries, Affiliates or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • March 17th, 2014 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
ALDEXA THERAPEUTICS, INC. February 19, 2014Letter Agreement • March 17th, 2014 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
Pursuant to your letter agreement with Aldexa Therapeutics, Inc. (the “Company”) dated as of November 27, 2013 (the “Letter Agreement”), you are entitled to certain benefits related to your Equity (as defined therein).
ALDEXA THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 20, 2012Investors’ Rights Agreement • March 17th, 2014 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is entered into as of December 20, 2012, by Aldexa Therapeutics, Inc., a Delaware corporation formerly known as Neuron Systems, Inc. (the “Company”), and the investors listed on the Schedule of Investors attached as Exhibit A hereto (each individually, an “Investor” and collectively, the “Investors”).
