Exhibit 4.1
RESTATED CERTIFICATE OF INCORPORATION
OF
OCULAR THERAPEUTIX, INC.
(originally incorporated on September 12,
2006)
Ocular Therapeutix, Inc. (the “Corporation”), a corporation
organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General
Corporation Law”), does hereby certify as follows:
A. The current name of the Corporation is Ocular Therapeutix, Inc.
The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 12, 2006 under
the name I-Therapeutix, Inc. The Certificate of Incorporation was most recently amended and restated on May 31, 2013 and further
amended on April 15, 2014 and July 10, 2014.
B. A resolution was duly adopted by the Board of Directors of the Corporation
pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware setting forth this Restated Certificate
of Incorporation and declaring such Restated Certificate of Incorporation advisable. The stockholders of the Corporation duly approved
and adopted this Restated Certificate of Incorporation by written consent in accordance with Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware.
Accordingly, the Certificate of Incorporation of this Corporation,
as previously amended and restated, is hereby further amended and restated in its entirety to read as follows:
FIRST: The name of the Corporation is Ocular Therapeutix, Inc.
SECOND: The address of the Corporation’s registered office in
the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904, County of Kent. The name of its registered agent
at that address is National Registered Agents, Inc.
THIRD: The nature of the business or purposes to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law
of the State of Delaware.
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 105,000,000 shares, consisting of (i) 100,000,000 shares of Common Stock, $0.0001 par
value per share (“Common Stock”), and (ii) 5,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred
Stock”).
The following is a statement of the designations and the powers, privileges
and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.
A COMMON STOCK.
1. General. The voting, dividend and liquidation rights of the
holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated
by the Board of Directors upon any issuance of the Preferred Stock of any series.
2. Voting. The holders of the Common Stock shall have voting
rights at all meetings of stockholders, each such holder being entitled to one vote for each share thereof held by such holder; provided,
however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this
Certificate of Incorporation (which, as used herein, shall mean the certificate of incorporation of the Corporation, as amended from time
to time, including the terms of any certificate of designations of any series of Preferred Stock) that relates solely to the terms of
one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as
a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation. There shall
be no cumulative voting.
The number of authorized shares of Common Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock
of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the
State of Delaware.
3. Dividends. Dividends may be declared and paid on the Common
Stock from funds lawfully available therefor as and when determined by the Board of Directors and subject to any preferential dividend
or other rights of any then outstanding Preferred Stock.
4. Liquidation. Upon the dissolution or liquidation of the Corporation,
whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution
to its stockholders, subject to any preferential or other rights of any then outstanding Preferred Stock.
B PREFERRED STOCK.
Preferred Stock may be issued from time to time in one or more series,
each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such
series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed,
purchased or acquired by the Corporation may be reissued except as otherwise provided by law.
Authority is hereby expressly granted to the Board of Directors from
time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a
resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designations relating thereto
in accordance with the General Corporation Law of the State of Delaware, to determine and fix the number of shares of such series and
such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion
rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent
now or hereafter permitted by the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing,
the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally
or be junior to any other series of Preferred Stock to the extent permitted by law.
The number of authorized shares of Preferred Stock may be increased
or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority of the voting
power of the capital stock of the Corporation entitled to vote thereon, voting as a single class, irrespective of the provisions of Section 242(b)(2) of
the General Corporation Law of the State of Delaware.
FIFTH: Except as otherwise provided herein, the Corporation reserves
the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute and this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to
this reservation.
SIXTH: In furtherance and not in limitation of the powers conferred
upon it by the General Corporation Law of the State of Delaware, and subject to the terms of any series of Preferred Stock, the Board
of Directors shall have the power to adopt, amend, alter or repeal the By-laws of the Corporation by the affirmative vote of a majority
of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present. The stockholders may
not adopt, amend, alter or repeal the By-laws of the Corporation, or adopt any provision inconsistent therewith, unless such action is
approved, in addition to any other vote required by this Certificate of Incorporation, by the affirmative vote of the holders of at least
seventy-five percent (75%) of the votes that all the stockholders would be entitled to cast in any annual election of directors or
class of directors. Notwithstanding any other provisions of law, this Certificate of Incorporation or the By-laws of the Corporation,
and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least seventy-five
percent (75%) of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors
shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article SIXTH.
SEVENTH: Except to the extent that the General Corporation Law of the
State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the
Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as
a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or
have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to permit
further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.
EIGHTH: The Corporation shall provide indemnification as follows:
1. Actions, Suits and Proceedings Other than by or in the Right
of the Corporation. The Corporation shall indemnify each person who was or is a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of the Corporation) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the
Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee
or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any
employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged
to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), liabilities, losses, judgments,
fines (including excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974), and amounts paid in settlement
actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom,
if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.
2. Actions or Suits by or in the Right of the Corporation. The
Corporation shall indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was,
or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the
Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken
or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid
in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any
appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to,
the best interests of the Corporation, except that no indemnification shall be made under this Section 2 in respect of any claim,
issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to the extent, that
the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite
the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware or such other court shall deem
proper.
3. Indemnification for Expenses of Successful Party. Notwithstanding
any other provisions of this Article EIGHTH, to the extent that an Indemnitee has been successful, on the merits or otherwise, in
defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article EIGHTH, or in defense of any claim,
issue or matter therein, or on appeal from any such action, suit or proceeding, Indemnitee shall be indemnified against all expenses
(including attorneys’ fees) actually and reasonably incurred by or on behalf of Indemnitee in connection therewith. Without limiting
the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice),
without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Corporation,
(iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect
to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe his or her conduct was unlawful, Indemnitee
shall be considered for the purposes hereof to have been wholly successful with respect thereto.
4. Notification and Defense of Claim. As a condition precedent
to an Indemnitee’s right to be indemnified, such Indemnitee must notify the Corporation in writing as soon as practicable of any
action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action,
suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at
its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to Indemnitee. After
notice from the Corporation to Indemnitee of its election so to assume such defense, the Corporation shall not be liable to Indemnitee
for any legal or other expenses subsequently incurred by Indemnitee in connection with such action, suit, proceeding or investigation,
other than as provided below in this Section 4. Indemnitee shall have the right to employ his or her own counsel in connection with
such action, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of
its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has
been authorized by the Corporation, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest
or position on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such action, suit, proceeding
or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, suit, proceeding
or investigation, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Corporation, except
as otherwise expressly provided by this Article EIGHTH. The Corporation shall not be entitled, without the consent of Indemnitee,
to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably
made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify Indemnitee under this
Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent.
The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation
on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its
consent to any proposed settlement.
5. Advancement of Expenses. Subject to the provisions of Section 6
of this Article EIGHTH, in the event of any threatened or pending action, suit, proceeding or investigation of which the Corporation
receives notice under this Article EIGHTH, any expenses (including attorneys’ fees) incurred by or on behalf of Indemnitee
in defending an action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final
disposition of such matter; provided, however, that the payment of such expenses incurred by or on behalf of Indemnitee
in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of Indemnitee to
repay all amounts so advanced in the event that it shall ultimately be determined by final judicial decision from which there is no further
right to appeal that Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article EIGHTH; and provided
further that no such advancement of expenses shall be made under this Article EIGHTH if it is determined (in the manner described
in Section 6) that (i) Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed
to, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable
cause to believe his or her conduct was unlawful. Such undertaking shall be accepted without reference to the financial ability of Indemnitee
to make such repayment.
6. Procedure for Indemnification and Advancement of Expenses.
In order to obtain indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article EIGHTH, an Indemnitee
shall submit to the Corporation a written request. Any such advancement of expenses shall be made promptly, and in any event within 60 days
after receipt by the Corporation of the written request of Indemnitee, unless (i) the Corporation has assumed the defense pursuant
to Section 4 of this Article EIGHTH (and none of the circumstances described in Section 4 of this Article EIGHTH that
would nonetheless entitle the Indemnitee to indemnification for the fees and expenses of separate counsel have occurred) or (ii) the
Corporation determines within such 60-day period that Indemnitee did not meet the applicable standard of conduct set forth in Section 1,
2 or 5 of this Article EIGHTH, as the case may be. Any such indemnification, unless ordered by a court, shall be made with respect
to requests under Section 1 or 2 only as authorized in the specific case upon a determination by the Corporation that the indemnification
of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in Section 1 or 2, as the case may
be. Such determination shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons
who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not
a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a
quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who
may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders
of the Corporation.
7. Remedies. The right to indemnification or advancement of
expenses as granted by this Article EIGHTH shall be enforceable by Indemnitee in any court of competent jurisdiction. Neither the
failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to
Section 6 of this Article EIGHTH that Indemnitee has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that Indemnitee has not met the applicable standard of conduct. In any suit brought by Indemnitee to enforce
a right to indemnification, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking,
the Corporation shall have the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses,
under this Article EIGHTH. Indemnitee’s expenses (including attorneys’ fees) reasonably incurred in connection with successfully
establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the
Corporation. Notwithstanding the foregoing, in any suit brought by Indemnitee to enforce a right to indemnification hereunder it shall
be a defense that the Indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the
State of Delaware.
8. Limitations. Notwithstanding anything to the contrary in
this Article EIGHTH, except as set forth in Section 7 of this Article EIGHTH, the Corporation shall not indemnify an Indemnitee
pursuant to this Article EIGHTH in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation
thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Article EIGHTH,
the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the
event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds
of insurance, such Indemnitee shall promptly refund indemnification payments to the Corporation to the extent of such insurance reimbursement.
9. Subsequent Amendment. No amendment, termination or repeal
of this Article EIGHTH or of the relevant provisions of the General Corporation Law of the State of Delaware or any other applicable
laws shall adversely affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect
to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the
final adoption of such amendment, termination or repeal.
10. Other Rights. The indemnification and advancement of expenses
provided by this Article EIGHTH shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification
or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors
or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity while holding office for
the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of
the estate, heirs, executors and administrators of Indemnitee. Nothing contained in this Article EIGHTH shall be deemed to prohibit,
and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights
and procedures different from those set forth in this Article EIGHTH. In addition, the Corporation may, to the extent authorized
from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons
serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article EIGHTH.
11. Partial Indemnification. If an Indemnitee is entitled under
any provision of this Article EIGHTH to indemnification by the Corporation for some or a portion of the expenses (including attorneys’
fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising under the Employee Retirement Income Security
Act of 1974) or amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with any action,
suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless
indemnify Indemnitee for the portion of such expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including
excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974) or amounts paid in settlement to which Indemnitee
is entitled.
12. Insurance. The Corporation may purchase and maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him
or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.
13. Savings Clause. If this Article EIGHTH or any portion
hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each
Indemnitee as to any expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties
arising under the Employee Retirement Income Security Act of 1974) and amounts paid in settlement in connection with any action, suit,
proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to
the fullest extent permitted by any applicable portion of this Article EIGHTH that shall not have been invalidated and to the fullest
extent permitted by applicable law.
14. Definitions. Terms used herein and defined in Section 145(h) and
Section 145(i) of the General Corporation Law of the State of Delaware shall have the respective meanings assigned to such terms
in such Section 145(h) and Section 145(i).
NINTH: This Article NINTH is inserted for the management of the
business and for the conduct of the affairs of the Corporation.
1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.
2. Number of Directors; Election of Directors. Subject to the
rights of holders of any series of Preferred Stock to elect directors, the number of directors of the Corporation shall be established
by the Board of Directors. Election of directors need not be by written ballot, except as and to the extent provided in the By-laws of
the Corporation.
3. Classes of Directors. Subject to the rights of holders of
any series of Preferred Stock to elect directors, the Board of Directors shall be and is divided into three classes, designated Class I,
Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors. The Board of Directors is authorized to assign members of the Board of Directors already in
office to Class I, Class II or Class III at the time such classification becomes effective.
4. Terms of Office. Subject to the rights of holders of any
series of Preferred Stock to elect directors, each director shall serve for a term ending on the date of the third annual meeting of stockholders
following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned
to Class I shall serve for a term expiring at the Corporation’s first annual meeting of stockholders held after the effectiveness
of this Restated Certificate of Incorporation; each director initially assigned to Class II shall serve for a term expiring at the
Corporation’s second annual meeting of stockholders held after the effectiveness of this Restated Certificate of Incorporation;
and each director initially assigned to Class III shall serve for a term expiring at the Corporation’s third annual meeting
of stockholders held after the effectiveness of this Restated Certificate of Incorporation; provided further, that the term of
each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death,
resignation or removal.
5. Quorum. The greater of (a) a majority of the directors
at any time in office and (b) one-third of the number of directors fixed pursuant to Section 2 of this Article NINTH shall
constitute a quorum of the Board of Directors. If at any meeting of the Board of Directors there shall be less than such a quorum, a majority
of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until
a quorum shall be present.
6. Action at Meeting. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors
unless a greater number is required by law or by this Certificate of Incorporation.
7. Removal. Subject to the rights of holders of any series of
Preferred Stock, directors of the Corporation may be removed only for cause and only by the affirmative vote of the holders of at least
seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast in any annual election of directors
or class of directors.
8. Vacancies. Subject to the rights of holders of any series
of Preferred Stock, any vacancy or newly created directorship in the Board of Directors, however occurring, shall be filled only by vote
of a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by
the stockholders. A director elected to fill a vacancy shall hold office until the next election of the class for which such director
shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation
or removal.
9. Stockholder Nominations and Introduction of Business, Etc.
Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting
of stockholders shall be given in the manner provided by the By-laws of the Corporation.
10. Amendments to Article. Notwithstanding any other provisions
of law, this Certificate of Incorporation or the By-laws of the Corporation, and notwithstanding the fact that a lesser percentage may
be specified by law, the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders
would be entitled to cast in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt
any provision inconsistent with, this Article NINTH.
TENTH: Stockholders of the Corporation may not take any action by written
consent in lieu of a meeting. Notwithstanding any other provisions of law, this Certificate of Incorporation or the By-laws of the Corporation,
and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least seventy-five
percent (75%) of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors
shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article TENTH.
ELEVENTH: Special meetings of stockholders for any purpose or purposes
may be called at any time by only the Board of Directors, the Chairman of the Board or the Chief Executive Officer, and may not be called
by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to matters relating to the
purpose or purposes stated in the notice of meeting. Notwithstanding any other provisions of law, this Certificate of Incorporation or
the By-laws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of
the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast in any annual
election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article ELEVENTH.
* * *
IN WITNESS WHEREOF, this Restated Certificate of
Incorporation has been executed by a duly authorized officer of this corporation on this 30th day
of July, 2014.
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ocular
therapeutix, inc. |
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|
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By: |
/s/ Amarpreet Sawhney |
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Name:
Amarpreet Sawhney |
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Title:
President and Chief Executive Officer |
CERTIFICATE
OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF
OCULAR THERAPEUTIX, INC.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Ocular Therapeutix, Inc. (the “Corporation”),
a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does
hereby certify as follows:
A resolution was duly adopted by the Board of Directors
of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment
to the Restated Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the
Corporation duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware.
The resolution setting forth the amendment is as follows:
| RESOLVED: | That the first sentence of Article FOURTH of the Restated Certificate of Incorporation of the Corporation be and hereby is deleted
in its entirety and the following is inserted in lieu thereof: |
“FOURTH: The total number of shares of all
classes of stock which the Corporation shall have authority to issue is 205,000,000 shares, consisting of (i) 200,000,000 shares
of Common Stock, $0.0001 par value per share (“Common Stock”), and (ii) 5,000,000 shares of Preferred Stock, $0.0001
par value per share (“Preferred Stock”).”
***
IN WITNESS WHEREOF, this Certificate of Amendment has been executed
by a duly authorized officer of the Corporation on this 18th day of June, 2021.
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ocular
therapeutix, inc. |
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|
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By: |
/s/ Antony Mattessich |
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Antony
Mattessich |
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President
and Chief Executive Officer |
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF
OCULAR THERAPEUTIX, INC.
(PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)
Ocular Therapeutix, Inc. (the “Corporation”), a corporation
organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does hereby certify
as follows:
A resolution was duly adopted by the Board of Directors of the Corporation
pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Restated
Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the Corporation duly
approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The resolution
setting forth the amendment is as follows:
| RESOLVED: | That the first sentence of Article FOURTH of the Restated Certificate of Incorporation of the Corporation be and hereby is deleted
in its entirety and the following is inserted in lieu thereof: |
“FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 405,000,000 shares, consisting of (i) 400,000,000 shares of Common Stock, $0.0001
par value per share (“Common Stock”), and (ii) 5,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred
Stock”).”
***
IN WITNESS WHEREOF, this Certificate of Amendment
has been executed by a duly authorized officer of the Corporation on this 12th day of June, 2024.
| |
ocular
therapeutix, inc. |
| |
|
| |
By: |
/s/
Pravin U. Dugel, M.D. |
| |
Pravin
U. Dugel, M.D. |
| |
Executive
Chairman, President and Chief Executive Officer |
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF
Ocular
therapeutix, Inc.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Ocular Therapeutix, Inc. (the “Corporation”),
a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does
hereby certify as follows:
A resolution was duly adopted by the Board of Directors
of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment
to the Restated Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the
Corporation duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The
resolution setting forth the amendment is as follows:
| RESOLVED: |
That Article SEVENTH of the Restated Certificate of Incorporation of the Corporation be and hereby is deleted in its entirety and the following is inserted in lieu thereof: |
“SEVENTH: To the fullest extent permitted
by the General Corporation Law of the State of Delaware, no director or officer of the Corporation shall be personally liable to the Corporation
(in the case of directors) or its stockholders (in the case of directors and officers) for monetary damages for any breach of fiduciary
duty as a director or officer. No amendment, repeal or elimination of this provision shall apply to or have any effect on its application
with respect to any act or omission of a director or officer occurring before such amendment, repeal or elimination. If the General Corporation
Law of the State of Delaware is amended to permit further elimination or limitation of the personal liability of directors or officers,
then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware as so amended.”
***
IN WITNESS WHEREOF, this Certificate of Amendment
has been executed by a duly authorized officer of the Corporation on this 11th day of June, 2025.
| |
ocular
therapeutix, inc. |
| |
|
| |
By: |
/s/
Pravin U. Dugel, M.D. |
| |
Pravin
U. Dugel, M.D. |
| |
Executive
Chairman, President and Chief Executive Officer |
