Second Sight Medical Products Inc Sample Contracts

Second Sight Medical Products Inc – FORM OF AMENDMENT NO. 1 TO WARRANT AGREEMENT (February 22nd, 2019)

This Amendment, dated as of February [ ], 2019 (the “Amendment”), to the Warrant Agreement, dated as of March [ ], 2017 (“Warrant Agreement”), by and between Second Sight Medical Products, Inc., a California corporation (the “Company”), and VStock Transfer Company, LLC a New York limited liability company (“Warrant Agent”).

Second Sight Medical Products Inc – Second Sight Medical Products, Inc. Incorporated under the laws of the State of California NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Non - Transferable Subscription Rights to Purchase Units of Second Sight Medical Products, Inc. each Unit consisting of one share of Common Stock and one warrant representing the right to purchase one share of Common Stock Subscription Price: to be determined as set forth below THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK TIME, ON FEBRUARY 15, 2019, UNLESS EXTENDED BY THE COMPANY (January 9th, 2019)

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to invest $0.53 for every share of Common Stock, no par value, of Second Sight Medical Products, Inc., a California corporation, that the holder owns on the record date, at a subscription price (the “Subscription Price”) of (i) $0.98 or (ii) the volume weighted average price of our Common Stock for the five trading day period through and including the expiration date as reported by Nasdaq on February 15, 2019, (the "Expiration Date"), whichever is less, per whole Unit (the “Basic Subscription Right”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus Supplement and the “Instructions for Use of Subscription Rights Certificate” accompanying this Subscription Rights Certificate. Each Unit consists of one s

Second Sight Medical Products Inc – FORM OF LETTER TO BROKERS, DEALERS, BANKS AND OTHER NOMINEES SECOND SIGHT MEDICAL PRODUCTS, INC. Subscription Rights to Purchase Units Offered Pursuant to Subscription Rights Distributed to Stockholders of Second Sight Medical Products, Inc. January 7, 2019 (January 9th, 2019)

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Second Sight Medical Products, Inc. (“Second Sight”) of Units (as such term is defined below), pursuant to non-transferable subscription rights (the “Rights”) distributed to all holders of record (the “Record Holders”) of shares of Second Sight common stock, no par value (the “Common Stock”), at 5:00 p.m., New York time as of January 15, 2019 (the “Record Date”). Each Unit (the “Unit”) entitles the holder to one share of the Company’s Common Stock and one warrant representing the right to purchase one share of Common Stock (the “Warrant”). The Rights and Units are described in the prospectus supplement dated January 7, 2019 (the “Prospectus Supplement”).

Second Sight Medical Products Inc – SECOND SIGHT MEDICAL PRODUCTS, INC. NOMINEE HOLDER ELECTION FORM (January 9th, 2019)

The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of rights (the “Rights”) to purchase Units (“Units”) of Second Sight Medical Products, Inc. (“Second Sight”), said Units each comprised of one share of common stock (“Common Stock”) and one warrant to purchase an additional share of Common Stock (a “Warrant”), pursuant to the Rights Offering described and provided for in the Second Sight prospectus supplement dated January 7, 2019 (the “Prospectus Supplement”), hereby certifies to Second Sight and Broadridge Corporate Issuer Solutions, Inc., as subscription and information agent for the Rights Offering, that (1) the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of Rights specified below pursuant to the Basic Subscription Privilege (as defined in the Prospectus Supplement), and on behalf of beneficial owners of Rights who have subscribed for the purchase of additional Units pursua

Second Sight Medical Products Inc – FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS SECOND SIGHT MEDICAL PRODUCTS, INC. Up To 50 Million Units Issuable Upon the Exercise of Subscription Rights Distributed to Record Stockholders of Second Sight Medical Products, Inc. (January 9th, 2019)

This notice is being distributed by Second Sight Medical Products, Inc. (“Second Sight” or the “Company”) to all holders of record (the “Record Holders”) of shares of common stock, no par value (the “Common Stock”), of the Company, as of 5:00 p.m., New York time, on January 15, 2019 (the “Record Date”), in connection with the distribution in a rights offering (the “Rights Offering”), at no charge, of non-transferable subscription rights (the “Rights”) to invest $0.53 for each share of Common Stock owned of record as of 5:00 p.m., New York time, on the Record Date at a purchase price of (i) $0.98 or (ii) the volume weighted average price of our Common Stock for the five trading day period through and including February 15, 2019 (the “Expiration Date”), whichever is lower, per full Unit (the “Subscription Price”). Each Unit entitles the holder to one share of the Company’s Common Stock and one warrant representing the right to purchase one share of Common Stock (the “Units”) at $1.47. Th

Second Sight Medical Products Inc – FORM OF INSTRUCTIONS AS TO USE OF SECOND SIGHT MEDICAL PRODUCTS, INC. RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS (January 9th, 2019)

The following instructions relate to the distribution of rights (the “Rights Offering”) by Second Sight Medical Products, Inc., a California corporation (“Company”), to all holders of record (the “Record Holders”) of its common stock, no par value (the “Common Stock”), as described in the Company’s prospectus supplement dated January 7, 2019 (the “Prospectus Supplement”). Record Holders of Common Stock as of 5:00 p.m., New York City time, on January 15, 2019 (the “Record Date”) are receiving, at no charge, non-transferable subscription rights (the “Rights”) to subscribe for and purchase Units of the Company (the “Units”). Each Unit is comprised of a share of Common Stock and a warrant to purchase an additional share of Common Stock.

Second Sight Medical Products Inc – FORM OF NOTICE OF IMPORTANT TAX INFORMATION SECOND SIGHT MEDICAL PRODUCTS, INC. (January 9th, 2019)

The tax information is provided in connection with the prospectus supplement of Second Sight Medical Products, Inc. (“Second Sight”) dated January 7, 2019.

Second Sight Medical Products Inc – LAW OFFICES OF AARON A. GRUNFELD & ASSOCIATES 11111 SANTA MONICA BOULEVARD, SUITE 1840 LOS ANGELES, CALIFORNIA 90025 agrunfeld@grunfeldlaw.com January 7, 2019 (January 9th, 2019)

We have acted as counsel to Second Sight Medical Products, Inc., a California corporation (the "Company"), in connection with the (i) distribution to existing stockholders of non-transferable subscription rights (the “Rights”), without consideration, to purchase up to 50 million units (each a “Unit” and collectively, the “Units”), with each unit consisting of one share (each a “Share” and collectively, the “Shares”) of the Company’s common stock, no par value (“Common Stock”), and warrants (the “Warrants”) to purchase one share of the Company’s Common Stock; and (ii) the issuance and sale of Units upon exercise of the Rights by the Company’s existing stockholders. The Units, Shares, Warrants, and shares of Common Stock underlying the Warrants (the “Warrant Shares”) are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 31, 2017, and declared effective

Second Sight Medical Products Inc – FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY SECOND SIGHT MEDICAL PRODUCTS, INC. (January 9th, 2019)

This form, or one substantially equivalent hereto, must be used to exercise the subscription rights (the “Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the prospectus supplement dated January 7, 2019 (the “Prospectus Supplement”) of Second Sight Medical Products, Inc., a California corporation (“Second Sight”), if a holder of Rights cannot deliver the certificate(s) evidencing the Rights (the “Rights Certificate(s)”), to the subscription agent listed below (the “Subscription Agent”) prior to 5:00 p.m., New York time, on February 15 , 2019, (as it may be extended, the “Expiration Time”). Such form must be delivered by hand or sent by telegram, facsimile transmission, first class mail or overnight courier to the Subscription Agent and must be received by the Subscription Agent prior to the Expiration Time. See “The Rights Offering — Method of Exercising Subscription Rights” in the Prospectus Supplement.

Second Sight Medical Products Inc – SECURITIES PURCHASE AGREEMENT (December 14th, 2018)

This Securities Purchase Agreement (this “Agreement”) is dated as of December 12, 2018, between Second Sight Medical Products, Inc., a California corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Second Sight Medical Products Inc – SECURITIES PURCHASE AGREEMENT (October 22nd, 2018)

This Securities Purchase Agreement (this “Agreement”) is dated as of October 18, 2018, between Second Sight Medical Products, Inc., a California corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Second Sight Medical Products Inc – EXECUTIVE EMPLOYMENT AGREEMENT (September 4th, 2018)

This Executive Employment Agreement (this “Agreement”) is made and entered into as of August 28, 2018 by and Second Sight Medical Products, Inc., a California corporation (“Company”) and Patrick Ryan (“Executive”), whose address is 169 Pape Avenue, Toronto, Ontario M4M 2W1, Canada with reference to the following:

Second Sight Medical Products Inc – SECURITIES PURCHASE AGREEMENT (August 16th, 2018)

This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2018, between Second Sight Medical Products, Inc., a California corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Second Sight Medical Products Inc – CONSULTING AGREEMENT (June 21st, 2018)
Second Sight Medical Products Inc – SECURITIES PURCHASE AGREEMENT (May 8th, 2018)

This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2018, between Second Sight Medical Products, Inc., a California corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Second Sight Medical Products Inc – CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (May 1st, 2018)

This Confidential Separation Agreement and General Release (the “Agreement”) is being entered into between Dr. Robert Greenberg (“Employee”) and Second Sight Medical Products, Inc. (the “Company”) as of April 25, 2018 in connection with the termination of Employee’s employment with the Company as of April 3, 2018 (the “Separation Date”). Employee and the Company are referred to collectively as the “Parties.”

Second Sight Medical Products Inc – EXECUTIVE EMPLOYMENT AGREEMENT (March 27th, 2018)

This Executive Employment Agreement (this “Agreement”) is made and entered into as of March 21, 2018 by and Second Sight Medical Products, Inc., a California corporation (“Company”) and John T. Blake (“Executive”), whose address is [ ], with reference to the following:

Second Sight Medical Products Inc – NASDAQ: EYES Enriching the Lives of the Blind March 2018 NASDAQ: EYES NASDAQ: EYES Forward Looking Statements 2 This press release contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange and Exchange Act of 1934, as amended, which are intended to be covered by the “safe harbor” created by those sections. All statements in this release that are not based on historical fact are “forward looking statements.” These statements may be identified by words such as “estimates,” “anticipates,” “projects (March 7th, 2018)
Second Sight Medical Products Inc – Trust Indenture Act of 1939 Section Indenture Section (October 31st, 2017)
Second Sight Medical Products Inc – SUBSCRIPTION AND INFORMATION AGENT AGREEMENT (January 26th, 2017)

This Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this [___] day of [_____] 2017 by and between, [_____], organized and existing under the laws of [_____] (the “Corporation”), and Broadridge, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).

Second Sight Medical Products Inc – FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS SECOND SIGHT MEDICAL PRODUCTS, INC. Up To [________] Units Issuable Upon the Exercise of Subscription Rights Distributed to Record Stockholders of Second Sight Medical Products, Inc. (January 26th, 2017)

This notice is being distributed by Second Sight Medical Products, Inc. (“Second Sight” or the “Company) to all holders of record (the “Record Holders”) of shares of common stock, no par value (the “Common Stock”), of the Company, as of 5:00 p.m., New York City time, on [______], 2017 (the “Record Date”), in connection with the distribution in a rights offering (the “Rights Offering”), at no charge, of non-transferable subscription rights (the “Rights”) to invest $0.47 for each share of Common Stock owned of record as of 5:00 p.m., New York City time, on the Record Date at a purchase price of (i) $2.00 or (ii) the closing price of our Common Stock on its primary exchange on [ ] __, 2017, whichever is lower, per full Unit (the “Subscription Price”). Each Unit entitles the holder to one share of the Company’s Common Stock and one warrant representing the right to purchase one share of Common Stock (the “Units”) at the Subscription Price. The Rights are described in the Company’s Prospect

Second Sight Medical Products Inc – FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY SECOND SIGHT MEDICAL PRODUCTS, INC. (January 26th, 2017)

This form, or one substantially equivalent hereto, must be used to exercise the subscription rights (the “Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the prospectus dated [•], 2017 (the “Prospectus”) of Second Sight Medical Products, Inc., a California corporation (“Second Sight”), if a holder of Rights cannot deliver the certificate(s) evidencing the Rights (the “Rights Certificate(s)”), to the subscription agent listed below (the “Subscription Agent”) prior to 5:00 p.m., New York City time, on [ ] , 2017, (as it may be extended, the “Expiration Time”). Such form must be delivered by hand or sent by telegram, facsimile transmission, first class mail or overnight courier to the Subscription Agent, and must be received by the Subscription Agent prior to the Expiration Time. See “The Rights Offering — Method of Exercising Subscription Rights” in the Prospectus.

Second Sight Medical Products Inc – Incorporated under the laws of the State of California NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Non - Transferable Subscription Rights to Purchase Units of Second Sight Medical Products, Inc. each Unit consisting of one share of Common Stock and one warrant representing the right to purchase one share of Common Stock Subscription Price: to be determined as set forth below THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK TIME, ON [ ] __, 2017, UNLESS EXTENDED BY THE COMPANY (January 26th, 2017)

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to invest $0.47 for every share of Common Stock, no par value, of Second Sight Medical Products, Inc., a California corporation, that the holder owns on the record date, at a subscription price (the “Subscription Price”) of (i) $2.00 per Unit or (ii) the closing price of our shares as reported by Nasdaq on [ ], 2017, (the "Expiration Date"), whichever is less, per whole Unit (the “Basic Subscription Right”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions for Use of Subscription Rights Certificate” accompanying this Subscription Rights Certificate. Each Unit consists of one share of common stock, no par value (“Common Stock”), and one warrant representing the right to purchase on

Second Sight Medical Products Inc – SECOND SIGHT MEDICAL PRODUCTS, INC. NOMINEE HOLDER ELECTION FORM (January 26th, 2017)

The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of rights (the “Rights”) to purchase Units (“Units”) of Second Sight Medical Products, Inc. (“Second Sight”), said Units each comprised of one share of common stock (“Common Stock”) and one warrant to purchase an additional share of Common Stock (a “Warrant”), pursuant to the Rights Offering described and provided for in the Second Sight prospectus dated [•], 2017 (the “Prospectus”), hereby certifies to Second Sight and Broadridge Inc., as subscription and information agent for the Rights Offering, that (1) the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of Rights specified below pursuant to the basic subscription privilege (as defined in the Prospectus), and on behalf of beneficial owners of Rights who have subscribed for the purchase of additional Units pursuant to the over-subscription privilege (as defined in the Prospectus

Second Sight Medical Products Inc – WARRANT AGREEMENT (January 26th, 2017)

This Warrant Agreement made as of January , 2017 is between Second Sight Medical Products, Inc., a California corporation, with offices at 12744 San Fernando Road, Suite 400, Sylmar, California 91342 (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).

Second Sight Medical Products Inc – FORM OF NOTICE OF IMPORTANT TAX INFORMATION SECOND SIGHT MEDICAL PRODUCTS, INC. (January 26th, 2017)

The tax information is provided in connection with the prospectus of Second Sight Medical Products, Inc. (“Second Sight”) dated [ ], 2017 (the “Prospectus”).

Second Sight Medical Products Inc – FORM OF INSTRUCTIONS AS TO USE OF SECOND SIGHT MEDICAL PRODUCTS, INC. RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS (January 26th, 2017)

The following instructions relate to the distribution of rights (the “Rights Offering”) by Second Sight Medical Products, Inc., a California corporation (“Company”), to all holders of record (the “Record Holders”) of its common stock, no par value (the “Common Stock”), as described in the Company’s prospectus dated [•], 2017 (the “Prospectus”). Record Holders of Common Stock as of 5:00 p.m., New York City time, on [ ] __, 2017 (the “Record Date”) are receiving, at no charge, non-transferable subscription rights (the “Rights”) to subscribe for and purchase Units of the Company (the “Units”). Each Unit is comprised of a share of Common Stock a warrant to purchase an additional share of Common Stock.

Second Sight Medical Products Inc – LAW OFFICES OF AARON A. GRUNFELD & ASSOCIATES 11111 SANTA MONICA BOULEVARD, SUITE 1840 LOS ANGELES, CALIFORNIA 90025 agrunfeld@grunfeldlaw.com January 8, 2017 (January 9th, 2017)

We have acted as counsel for Second Sight Medical Products, Inc., a California corporation (the "Company"), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) relating to the registration under the Securities Act of 1933 of (i) non-transferable subscription rights (the “Rights”) to be distributed by the Company without consideration in connection with a rights offering (the “Rights Offering”) to holders of record of common stock, no par value, of the Company (the “Common Stock”), owned on the record date, as more fully set forth within the Registration Statement, including amendments thereto, (ii) units (“Units”) issuable upon exercise of the Rights, each Unit entitling the holder thereof to purchase one share of Common Stock and a warrant (each a “Warrant,” and collectively, the “Warrants”) representing the right to purchase one share of Common Stock, (iii) shares of Common Stock, all of which are authorized but heretofore unissued shares to be of

Second Sight Medical Products Inc – FORM OF NOTICE OF IMPORTANT TAX INFORMATION SECOND SIGHT MEDICAL PRODUCTS, INC. (January 9th, 2017)

The tax information is provided in connection with the prospectus of Second Sight Medical Products, Inc. (“Second Sight”) dated [ ], 2017 (the “Prospectus”).

Second Sight Medical Products Inc – FORM OF INSTRUCTIONS AS TO USE OF SECOND SIGHT MEDICAL PRODUCTS, INC. RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS (January 9th, 2017)

The following instructions relate to the distribution of rights (the “Rights Offering”) by Second Sight Medical Products, Inc., a California corporation (“Company”), to all holders of record (the “Record Holders”) of its common stock, no par value (the “Common Stock”), as described in the Company’s prospectus dated [•], 2017 (the “Prospectus”). Record Holders of Common Stock as of 5:00 p.m., New York City time, on [ ] __, 2017 (the “Record Date”) are receiving, at no charge, non-transferable subscription rights (the “Rights”) to subscribe for and purchase Units of the Company (the “Units”). Each Unit is comprised of a share of Common Stock a warrant to purchase an additional share of Common Stock.

Second Sight Medical Products Inc – SUBSCRIPTION AND INFORMATION AGENT AGREEMENT (January 9th, 2017)

This Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this [___] day of [_____] 2017 by and between, [_____], organized and existing under the laws of [_____] (the “Corporation”), and Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).

Second Sight Medical Products Inc – WARRANT AGREEMENT (January 9th, 2017)

This Warrant Agreement made as of January , 2017 is between Second Sight Medical Products, Inc., a California corporation, with offices at 12744 San Fernando Road, Suite 400, Sylmar, California 91342 (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).

Second Sight Medical Products Inc – SECOND SIGHT MEDICAL PRODUCTS, INC. NOMINEE HOLDER ELECTION FORM (January 9th, 2017)

The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of rights (the “Rights”) to purchase Units (“Units”) of Second Sight Medical Products, Inc. (“Second Sight”), said Units each comprised of one share of common stock (“Common Stock”) and one warrant to purchase an additional share of Common Stock (a “Warrant”), pursuant to the Rights Offering described and provided for in the Second Sight prospectus dated [•], 2017 (the “Prospectus”), hereby certifies to Second Sight and Broadridge Financial Solutions, Inc., as subscription and information agent for the Rights Offering, that (1) the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of Rights specified below pursuant to the basic subscription privilege (as defined in the Prospectus), and on behalf of beneficial owners of Rights who have subscribed for the purchase of additional Units pursuant to the over-subscription privilege (as defi

Second Sight Medical Products Inc – Incorporated under the laws of the State of California NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Non - Transferable Subscription Rights to Purchase Units of Second Sight Medical Products, Inc. each Unit consisting of one share of Common Stock and one warrant representing the right to purchase one share of Common Stock Subscription Price: to be determined as set forth below THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK TIME, ON [ ] __, 2017, UNLESS EXTENDED BY THE COMPANY (January 9th, 2017)

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to invest $0.47 for every share of Common Stock, no par value, of Second Sight Medical Products, Inc., a California corporation, that the holder owns on the record date, at a subscription price (the “Subscription Price”) of (i) $2.00 per Unit or (ii) the closing price of our shares as reported by Nasdaq on [ ], 2017, (the "Expiration Date"), whichever is less, per whole Unit (the “Basic Subscription Right”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions for Use of Subscription Rights Certificate” accompanying this Subscription Rights Certificate. Each Unit consists of one share of common stock, no par value (“Common Stock”), and one warrant representing the right to purchase on

Second Sight Medical Products Inc – FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY SECOND SIGHT MEDICAL PRODUCTS, INC. (January 9th, 2017)

This form, or one substantially equivalent hereto, must be used to exercise the subscription rights (the “Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the prospectus dated [•], 2017 (the “Prospectus”) of Second Sight Medical Products, Inc., a California corporation (“Second Sight”), if a holder of Rights cannot deliver the certificate(s) evidencing the Rights (the “Rights Certificate(s)”), to the subscription agent listed below (the “Subscription Agent”) prior to 5:00 p.m., New York City time, on [ ] , 2017, (as it may be extended, the “Expiration Time”). Such form must be delivered by hand or sent by telegram, facsimile transmission, first class mail or overnight courier to the Subscription Agent, and must be received by the Subscription Agent prior to the Expiration Time. See “The Rights Offering — Method of Exercising Subscription Rights” in the Prospectus.