0000950123-14-004392 Sample Contracts

CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • April 29th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Delaware

THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of April 17, 2014 (the “Closing Date”) by and among MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership (“MidCap”), as administrative agent (“Agent”), the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and OCULAR THERAPEUTIX, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:

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AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • April 29th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Delaware

This AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”) is made and entered into as of January 27, 2012 (“Effective Date”), between Incept LLC, a Delaware Limited Liability Company with its principal place of business in Mountain View, California (“Incept”), and Ocular Therapeutix, Inc., formerly Ocular, Inc., a Delaware corporation with its principal place of business in Bedford, Massachusetts (“Ocular”).

LEASE
Lease • April 29th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

OCULAR THERAPEUTIX, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT May 31, 2013
Investor Rights Agreement • April 29th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Delaware

This Fourth Amended and Restated Investor Rights Agreement (this “Agreement”) dated as of May 31, 2013 is entered into by and among Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), Incept, LLC and Amarpreet Sawhney and Farhad Khosravi (each, a “Founder” and collectively, the “Founders”) and the individuals and entities listed on Exhibit A attached hereto (individually, an “Investor” and collectively, the “Investors”).

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