Common use of Tax Acknowledgement Clause in Contracts

Tax Acknowledgement. In connection with the Severance Benefits provided to you pursuant to this letter agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and you shall be responsible for all applicable taxes with respect to such Severance Benefits under applicable law. You acknowledge that you are not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits set forth in paragraph 2 of this letter agreement. If you have any questions about the matters covered in this letter agreement, please call me at [Insert Phone Number]. Very truly yours, By: [Name] [Title] I hereby agree to the terms and conditions set forth above. [I have been given at least [twenty-one (21) / forty-five (45)] days to consider this letter agreement and I have chosen to execute this on the date below. I intend that this letter agreement will become a binding agreement between me and the Company if I do not revoke my acceptance in seven (7) days.] [Insert Name] Date To be returned in a timely manner as set forth on the first page of this letter agreement. EXHIBIT B INVENTION AND NON-DISCLOSURE AGREEMENT This Invention and Non-Disclosure Agreement (this “Agreement”) is made by and between Editas Medicine, Inc., a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the “Company”), and [ ] (the “Employee”). In consideration of the employment or the continued employment of the Employee by the Company, the Company and the Employee agree as follows:

Tax Acknowledgement. In connection with the Severance Benefits payments and consideration provided to you pursuant to this letter agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and you shall be responsible for all applicable taxes with respect to such Severance Benefits payments and consideration under applicable law. You acknowledge that you are not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits Compensation set forth in paragraph 2 Section 4 of this letter agreementthe Employment Agreement. If you have any questions about the matters covered in this letter agreement, please call me at [Insert Phone Number]. Very truly yours, By: __________________________________ [Name] [Title] I hereby agree to the terms and conditions set forth above. [I have been given at least [twenty-one (21) / forty-five (45)days] days to consider this letter agreement and I have chosen to execute this on the date below. I intend that this letter agreement will become a binding agreement between me and the Company [if I do not revoke my acceptance in seven (7) days.] ]. _____________________________ [Insert Employee Name] _________________________Date To be returned in a timely manner as set forth on the first page to me by [Return Date – e.g., 21 days from date of receipt of this letter agreement. EXHIBIT B INVENTION AND NON-DISCLOSURE AGREEMENT This Invention and Non-Disclosure Agreement (this “Agreement”) is made by and between Editas Medicine, Inc., a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the “Company”), and [ ] (the “Employee”). In consideration of the employment or the continued employment of the Employee by the Company, the Company and the Employee agree as follows:letter].

Tax Acknowledgement. In connection with the Severance Benefits payments and consideration provided to you pursuant to this letter agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and you shall be responsible for all applicable taxes with respect to such Severance Benefits payments and consideration under applicable law. You acknowledge that you are not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits Compensation set forth in paragraph 2 Section 4 of this letter agreementthe Employment Agreement. If you have any questions about the matters covered in this letter agreement, please call me at [Insert Phone Number]. Very truly yours, By: [Name] [Title] I hereby agree to the terms and conditions set forth above. [I have been given at least [twenty-one (21) / forty-five (45)] days to consider this letter agreement and I have chosen to execute this on the date below. I intend that this letter agreement will become a binding agreement between me and the Company if I do not revoke my acceptance in seven (7) days.] . [Insert NameExecutive] Date To be returned in a timely manner as set forth on the first page to me by [Return Date – 21 days from date of receipt of this letter agreement. EXHIBIT B INVENTION letter] Exhibit C Ocular Therapeutix, Inc. PROPRIETARY INFORMATION AND NON-DISCLOSURE INVENTIONS AGREEMENT This Invention and Non-Disclosure Agreement As an employee of OCULAR THERAPEUTIX, INC., its subsidiary or its affiliate (this “Agreement”) is made by and between Editas Medicinetogether, Inc., a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the “Company”), and [ ] (as a condition of my employment by the “Employee”). In Company and in consideration of the employment or compensation now and hereafter paid to me, I agree to the continued employment of the Employee by the Company, the Company and the Employee agree as followsfollowing: