Employment Offer Letter between the Registrant and John Snisarenko

John Snisarenko

Employment. If you decide to join us, you will be employed on a full-time basis, and your first day of employment will be September 17, 2019. You will carry out duties and responsibilities consistent with your position and other duties as may be assigned to you by the Company. You should note that the Company may modify your title and responsibilities at any time, with or without notice.

Base Salary. You will receive an annual salary of $360,000.00, less all applicable taxes and withholdings, which will be paid semi-monthly in accordance with the Company’s normal payroll procedures. Your base salary may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Company.

Discretionary Bonus. You will be eligible to receive an annual bonus of up to 30% of your then existing annual base salary, based upon your performance and the Company’s achievement of milestones to be established by the Company’s Board of Directors (the “Board”).

Equity. At the first meeting of the Board following your start date, management will recommend that the Company provide you an option to purchase 520,089 shares of the Company’s Common Stock (the “Shares”) at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Board. The Shares shall vest over four years with 1/4 vesting on the 12-month anniversary of the grant, and the remainder vesting at a monthly rate of 1/36 beginning on the 12 month anniversary of the commencement of your employment, provided you remain employed by the Company on each such vesting date. Your purchase will be documented by and subject to the terms and conditions of the Company’s Equity Incentive Plan and a stock option agreement. In the event that your employment is terminated by the Company without Cause (as defined below) upon or within 12 months after a Change of Control (as defined below), other than as a result of death or disability, and except in the event that a comparable position is offered to you by the entity acquiring the Company, 100% of any then-unvested Shares shall immediately accelerate and vest in full.

Benefits. As an employee, you will also be eligible to participate in any and all benefit programs that the Company establishes and makes generally available to similarly situated employees, provided that you are eligible under the plan documents that govern those programs. Employee benefits currently include health, vision and dental insurance. The Company may modify employee benefits from time to time as it deems necessary.

Paid Time Off. You will be entitled to fifteen (15) business days of paid time off each year, accrued on a pro rata basis with each semi-monthly pay period.

Conduct. As a Company employee, you will be expected to abide by the Company’s rules and standards. You will be required to sign an acknowledgment that you have read and that you understand the Company’s rules of conduct which are included in the Company Handbook.

No Conflict. You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from entering into employment with the Company or limiting the manner in which you may be employed, or which is in any way inconsistent with the terms of this offer letter. We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your employment with the Company.

Co-Employment. Your employment will be administered under a co-employment relationship between Oyster Point Pharma and Insperity. This means that Oyster Point Pharma handles the day-to-day activities related to its core business and your work, while Insperity handles the administrative responsibilities such as payroll processing, benefits, and human resources issues. You will receive further details from Insperity once you have accepted this offer.

Proof of Legal Right to Work. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. You must provide this documentation within three (3) business days of starting employment. Your employment with the Company is contingent on your satisfactory completion of this requirement.

Invention and Non-Disclosure Agreement. As a condition of your employment, and prior to your first day or work, you are also required to sign and comply with an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement (the “Employee Agreement”) which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company, and non-disclosure of Company proprietary information.

At-Will Employment. Neither this letter nor the Employee Agreement shall be construed as an agreement, express or implied, to employ you for any stated term, nor shall in any way alter the Company’s policy of employment at-will, under which both you and the Company remain free to end the employment relationship at any time for any reason or for no reason, with or without notice. We request that, in the event of your resignation, you give the Company at least two weeks’ notice.

Agreed to and accepted:

/s/ John Snisarenko