FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT

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:

“(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.”

[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.

Signature Page to First Amendment to Investor Rights Agreement

INVESTORS:

Signature Page to First Amendment to Investor Rights Agreement

Signature Page to First Amendment to Investor Rights Agreement