0001193125-14-265729 Sample Contracts

—] Shares OCULAR THERAPEUTIX, INC. COMMON STOCK, $0.0001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • July 11th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 11th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Massachusetts

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of June 24, 2014, by and between Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), and Dr. Amarpreet S. Sawhney (“Executive”). This Agreement amends and restates in its entirety the Employment Agreement between the Company and Executive dated December 31, 2007 (the “Existing Employment Agreement”). This Agreement shall be effective only upon the closing of an IPO (as defined below) (the “Effective Date”). If no IPO occurs, the Existing Employment Agreement shall remain in full force and effect. In consideration of the mutual covenants contained in this Agreement, the Company and Executive agree as follows:

OCULAR THERAPEUTIX, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • July 11th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations • Delaware

Ocular Therapeutix, Inc. (the “Company”) has selected you to receive the following restricted stock award pursuant to its 2014 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof.

OCULAR THERAPEUTIX, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • July 11th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations

This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.

OCULAR THERAPEUTIX, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • July 11th, 2014 • Ocular Therapeutix, Inc • Pharmaceutical preparations

This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.

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