EX-10.2



 Exhibit 10.2 
 FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

This First Amendment to Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of
December 7, 2012 and entered into by and among Aerie Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the entities listed on the signature pages hereto (each an “Investor” and, collectively,
the “Investors”). 
 RECITALS 

WHEREAS, the Company and certain of its stockholders entered into an Amended and Restated Investors’ Rights Agreement dated
as of February 23, 2011 (the “Rights Agreement”); 
 WHEREAS, Section 4.2 of the Rights
Agreement provides that any provision of the Rights Agreement may be amended with the written consent of the Company and Holders of at least 65% of the Registrable Securities Then Outstanding (as each such term is defined in the Rights Agreement);
and 
 WHEREAS, in connection with the Company’s desire to raise additional capital pursuant to that certain Note
and Warrant Purchase Agreement of even date herewith, the parties hereto wish to amend the Rights Agreement as set forth herein. 
 NOW, THEREFORE, the parties hereto, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows: 

 

	1.	The following shall be added to the definition of Registrable Securities in Section 2.1(b)(3) of the Rights Agreement: 


“(3) any shares of Common Stock issued upon conversion of the equity securities issuable upon conversion of the Convertible
Promissory Notes issued pursuant to the Note and Warrant Purchase Agreement dated December 7, 2012 and any shares of Common Stock issued upon exercise of the warrants pursuant to such agreement or upon the conversion of shares of preferred
stock issued upon exercise of such warrants.” 
  

	2.	Except as hereby amended, the Rights Agreement, as originally executed, shall remain in full force and effect. Terms that are used herein with initial capital letters
and that are not otherwise defined shall have the meanings given to them in the Rights Agreement. This Agreement shall serve as the written consent of the parties hereto, as may be required or permitted by the Rights Agreement and the Third Amended
and Restated Certificate of Incorporation of the Company, as amended, to the amendment of the Rights Agreement. 

  

	3.	This Agreement shall be governed by, and construed under, the laws of the State of Delaware without regard to conflicts of laws principles. 









	4.	This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall
be deemed an original, but all such counterparts together shall constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are
physically attached to the same document. 

 [Remainder of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, the Company and the Investors have caused this First Amendment to
Amended and Restated Investor Rights Agreement to be duly executed as of the date first above written. 
  

							
	THE COMPANY:	 		 	AERIE PHARMACEUTICALS, INC.
				
		 		 	By:	 	/s/ Thomas J. van Haarlem, M.D.
		 		 	Thomas J. van Haarlem, M.D,
		 		 	President and Chief Executive Officer


  
 Signature
Page to First Amendment to Investor Rights Agreement 








 INVESTORS: 

 

					
	ACP IV, L.P.
	By:	 	ACMP IV, LLC.
		 	Its: General Partner
		
	By:	 	/s/ David H. Mack
		 	Name:	 	David H. Mack
		 	Title:	 	Director
	
	CLARUS LIFESCIENCES II, L.P.
		
	By:	 	Clarus Ventures II, GP, LP
	Its:	 	General Partner
		
	By:	 	Clarus Ventures II, LLC
	Its:	 		 	
		
	By:	 	/s/ Dennis Henner


 
					
	Name:	 	Dennis Henner
	Title:	 	Managing Director


 
					
	
	OSAGE UNIVERSITY PARTNERS I, L.P.
	By:	 	Osage University GP, LP
	Its:	 	General Partner
		
	By:	 	Osage Partners, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Marc Singer


 
					
	Name:	 		 	Marc Singer
	Title:	 		 	Member



  
 Signature
Page to First Amendment to Investor Rights Agreement 








 
					
	SOFINNOVA VENTURE PARTNERS VII, L.P.
	By:	 	Sofinnova Management VII, L.L.C.
	Its:	 	General Partner
		
	By:	 	/s/ James Healy
		 	Name:	 	James Healy


 
					
		 	Title:	 	Managing Member
	
	TPG BIOTECHNOLOGY PARTNERS, L.P.
	By:	 	TPG Biotechnology Genpar, L.P.
	By:	 	TPG Biotech Advisors, LLC
	
	/s/ Ronald Cami
	Name: Ronald Cami
	Title: Vice President



  
 Signature
Page to First Amendment to Investor Rights Agreement