EX-10.33



 Exhibit 10.33 

AMENDMENT NO. 1 
 TO

 SECURITIES PURCHASE AGREEMENT 

THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (the “Amendment”), is made as of the 21st day of November, 2014, by and
between InSite Vision Incorporated, a Delaware corporation (the “Company”) Riverbank Capital Securities, Inc., broker-dealer, as placement agent (the “Placement Agent”), and the undersigned Purchasers constituting
the Majority Holders under the Agreement (as defined below). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to them in the Agreement. 

RECITALS 
 WHEREAS,
the Company, the Placement Agent and the Purchasers previously entered into that certain Securities Purchase Agreement, dated October 9, 2014 (the “Agreement”), pursuant to which the Purchasers committed to purchase 12% Senior
Secured Notes of the Company (“Notes”) and receive warrants to purchase shares of common stock, par value $0.01 per share, of the Company; 

WHEREAS, Section 8.2 of the Agreement provides in relevant part that any term of the Agreement may be amended in writing signed by
the Purchasers that are holders of a majority of the aggregate outstanding principal amount of the Notes then issued pursuant to the Agreement, or, if no Notes have then been issued, then by Purchasers representing a majority of the aggregate
Commitment Amounts (the “Majority Holders”), the Placement Agent, and the Company; 
 WHEREAS, Notes were sold and
issued by the Company in an Initial Closing that occurred on October 9, 2014, and on a Second Closing that occurred on November 14, 2014; 

WHEREAS, the undersigned Purchasers constituting the Majority Holders, the Placement Agent and the Company desire to amend the
Agreement as set forth below. 
 AGREEMENT 

NOW, THEREFORE, the parties agree as follows: 

1. Amendment of Section 1.3. Section 1.3 of the Agreement is hereby amended to read in its entirety as follows: 

“1.3 Tranches; Closings. The purchase and sale of Notes and issuance of the Warrants in connection therewith shall take place in
one or more tranches (each, a “Tranche”) as determined by the Company pursuant to the terms and conditions of this Agreement. The initial Tranche will be drawn in two separate closings, the first of which (the “Initial
Closing”) shall occur on the date of this Agreement, or on such other date agreed upon by the Company and the Placement Agent (the “Initial Closing Date”), and the second of 







 
which (the “Second Closing”) shall take place on the date that Subscriptions totaling in the aggregate the Maximum Commitment Amount are received (including Subscriptions with
respect to which Notes were purchased and Warrants were issued in the Initial Closing), or on such other date that the Company and the Placement Agent agree to in writing (even if all Subscriptions do not total in the aggregate the Maximum
Commitment Amount). After the Initial Closing Date and prior to the second anniversary of the Initial Closing Date (the “Draw Termination Date”), the Company may, in its sole and absolute discretion, schedule one or more subsequent
closings for the purchase and sale of Tranches of Notes (each, a “Subsequent Closing”), until the entire Aggregate Commitment Amount of Notes has been sold. The Company shall schedule a Subsequent Closing by sending a written notice
in substantially the form attached hereto as Exhibit C to the Placement Agent and to each Purchaser (a “Tranche Request”) at least 15 calendar days prior to the date of the Subsequent Closing, or a shorter period otherwise agreed
upon by the Company and the Placement Agent. The Initial Closing, the Second Closing and each Subsequent Closing are each sometimes referred to herein as a “Closing,” and the date on which each such Closing occurs is sometimes
referred to herein as a “Closing Date.” The Company may in its sole and absolute discretion decide not to schedule any Subsequent Closings and the Company is under no commitment to sell and issue all or any of the Notes and Warrants
available for sale and issuance pursuant to this Agreement after the Initial Closing.” 
 2. Governing Law. This
Amendment shall be governed by and construed under the laws of the State of New York without regard to principles of conflicts of law. 
 3.
Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

[Signature page follows] 
  

  
 2 








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

	
	COMPANY:
	
	 InSite Vision Incorporated

	
	 By: /s/ Louis Drapeau

	 Name: Louis Drapeau

	 Title: VP/CFO

	
	PLACEMENT AGENT:
	
	 Riverbank Capital Securities, Inc.

	
	 By: /s/ Timothy McInerney

	 Name: Timothy McInerney

	 Title:



  







 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

					
	PURCHASER (If an individual):	  		 	PURCHASER (If an entity):
			
		  		 	Kesef Investments, LLC
			
	     
	  		 	  

	Signature of Investor	  		 	Print name of Investor if an entity
			
	     
	  		 	By: /s/ Michael F. Solomon
	Print Name of Investor	  		 	Print Name: Michael F. Solomon
		  		 	Print Title: Managing Member
	     
	  		 	
	Signature of Joint Owner (if applicable)	  		 	
			
	     
	  		 	
	Print Name of Joint Owner	  		 	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

					
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):
			
	 /s/ Timothy McInerney
	 		  	                                     
                                         
              
	Signature of Investor	 		  	Print name of Investor if an entity
			
	 Timothy McInerney
	 		  	By:                                     
                                         
        
	Print Name of Investor	 		  	Print Name:
		 		  	Print Title:
			
	  
	 		  	
	Signature of Joint Owner (if applicable)	 		  	
			
	  
	 		  	
	Print Name of Joint Owner	 		  	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

					
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):
			
	 /s/ Jamie Polak
	 		  	                                     
                                         
              
	Signature of Investor	 		  	Print name of Investor if an entity
			
	 Jamie Polak
	 		  	By:                                     
                                         
        
	Print Name of Investor	 		  	Print Name:
		 		  	Print Title:
			
	  
	 		  	
	Signature of Joint Owner (if applicable)	 		  	
			
	  
	 		  	
	Print Name of Joint Owner	 		  	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

					
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):
			
	 /s/ Anthony G. Polak “S”
	 		  	                                     
                                         
              
	Signature of Investor	 		  	Print name of Investor if an entity
			
	 Anthony G. Polak “S”
	 		  	By:                                     
                                         
        
	Print Name of Investor	 		  	Print Name:
		 		  	Print Title:
			
	  
	 		  	
	Signature of Joint Owner (if applicable)	 		  	
			
	  
	 		  	
	Print Name of Joint Owner	 		  	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

					
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):
			
	 /s/ Amy Polak
	 		  	                                     
                                         
              
	Signature of Investor	 		  	Print name of Investor if an entity
			
	 Amy Polak
	 		  	By:                                     
                                         
        
	Print Name of Investor	 		  	Print Name:
		 		  	Print Title:
			
	  
	 		  	
	Signature of Joint Owner (if applicable)	 		  	
			
	  
	 		  	
	Print Name of Joint Owner	 		  	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

					
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):
			
	  
	 		  	 Domato Venture Capital Fund

	Signature of Investor	 		  	Print name of Investor if an entity
			
	  
	 		  	By: /s/ Anthony Polak /s/ Jamie Polak
	Print Name of Investor	 		  	Print Name: Anthony Polak Jamie Polak
		 		  	Print Title: G.P.s
			
	  
	 		  	
	Signature of Joint Owner (if applicable)	 		  	
			
	  
	 		  	
	Print Name of Joint Owner	 		  	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

					
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):
			
	 /s/ James Kelly
	 		  	                                     
                                         
              
	Signature of Investor	 		  	Print name of Investor if an entity
			
	 James Kelly
	 		  	By:                                     
                                         
        
	Print Name of Investor	 		  	Print Name:
		 		  	Print Title:
			
	  
	 		  	
	Signature of Joint Owner (if applicable)	 		  	
			
	  
	 		  	
	Print Name of Joint Owner	 		  	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

					
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):
			
	 /s/ Jay Moorin
	 		  	                                     
                                         
              
	Signature of Investor	 		  	Print name of Investor if an entity
			
	 Jay Moorin
	 		  	By:                                     
                                         
        
	Print Name of Investor	 		  	Print Name:
		 		  	Print Title:
			
	  
	 		  	
	Signature of Joint Owner (if applicable)	 		  	
			
	  
	 		  	
	Print Name of Joint Owner	 		  	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

					
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):
			
	 /s/ James A. Cannon
	 		  	                                     
                                         
              
	Signature of Investor	 		  	Print name of Investor if an entity
			
	 James A. Cannon
	 		  	By:                                     
                                         
        
	Print Name of Investor	 		  	Print Name:
		 		  	Print Title:
			
	  
	 		  	
	Signature of Joint Owner (if applicable)	 		  	
			
	  
	 		  	
	Print Name of Joint Owner	 		  	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

					
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):
			
	 /s/ Garo H. Armen
	 		  	                                     
                                         
              
	Signature of Investor	 		  	Print name of Investor if an entity
			
	 Garo H. Armen
	 		  	By:                                     
                                         
        
	Print Name of Investor	 		  	Print Name:
		 		  	Print Title:
			
	  
	 		  	
	Signature of Joint Owner (if applicable)	 		  	
			
	  
	 		  	
	Print Name of Joint Owner	 		  	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

					
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):
			
	 /s/ Ronald Lazar
	 		  	                                     
                                         
              
	Signature of Investor	 		  	Print name of Investor if an entity
			
	 RBC Capital Markets, LLC

Cust F/B/O Ronald Lazar IRA
	 		  	By:                                     
                                         
        
	Print Name of Investor	 		  	Print Name:
		 		  	Print Title:
			
	  
	 		  	
	Signature of Joint Owner (if applicable)	 		  	
			
	  
	 		  	
	Print Name of Joint Owner	 		  	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

							
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):	  	
				
		 		  	 RL Capital Partners, L.P.

    
	  	
	  
 Signature of Investor
	 		  	  
 Print name of Investor if an
entity
	  	
				
	  
	 		  	By: /s/ Ronald Lazar	  	
	Print Name of Investor	 		  	Print Name: Ronald Lazar	  	
		 		  	Print Title: Managing Member	  	
				
	  
	 		  		  	
	Signature of Joint Owner (if applicable)	 		  		  	
				
	  
	 		  		  	
	Print Name of Joint Owner	 		  		  	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

							
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):	  	
				
		 		  	 Nicky V LLC

    
	  	
	  
 Signature of Investor
	 		  	  
 Print name of Investor if an
entity
	  	
				
	  
	 		  	By: /s/ Nicole Berg	  	
	Print Name of Investor	 		  	Print Name: Nicole Berg	  	
		 		  	Print Title: President	  	
				
	  
	 		  		  	
	Signature of Joint Owner (if applicable)	 		  		  	
				
	  
	 		  		  	
	Print Name of Joint Owner	 		  		  	








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities
Purchase Agreement as of the date first above written. 
  

					
	PURCHASER (If an individual):	 		  	PURCHASER (If an entity):
			
	 /s/ Anthony J. Gerace
	 		  	                                     
                                         
              
	Signature of Investor	 		  	Print name of Investor if an entity
			
	 Anthony J. Gerace
	 		  	By:                                     
                                         
        
	Print Name of Investor	 		  	Print Name:
		 		  	Print Title:
			
	  
	 		  	
	Signature of Joint Owner (if applicable)	 		  	
			
	  
	 		  	
	Print Name of Joint Owner