Fifth Amendment Exit Fee Agreement dated as of March 24, 2023, by and among Alimera Sciences, Inc., SLR Investment Corp, as Collateral Agent, and the parties signatory thereto as Lenders, including SLR in its capacity as a Lender

a.

For purposes hereof, “Exit Event” shall mean the first to occur of: (a) any liquidation, dissolution or winding up of Borrower, whether voluntary or involuntary; (b) a consolidation, merger or reverse merger of Borrower with or into another corporation or entity or other reorganization or similar transaction or series of related transactions of similar nature involving Borrower in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than thirty-five percent 35% of the equity securities of the surviving entity entitled to vote for members of the board of directors or equivalent governing body of such surviving entity on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); (c) a sale, lease, transfer, exclusive license, exchange, dividend or other disposition of all or substantially all of the assets of Borrower; (d) the issuance and/or sale by Borrower in one or a series of related transactions of shares of its common stock (“Common Stock”) (or securities convertible or exchangeable into or exercisable for shares of Common Stock) in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all option rights, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than thirty-five percent (35%) of the shares of Common Stock outstanding immediately following such issuance (treating all securities convertible or exchangeable into or exercisable for shares of Common Stock as having been fully converted, exchanged and exercised, without regard to any exercise, conversion or exchange limitations therein); and (e) any other form of acquisition or business combination where Borrower is the target of such acquisition and where a change of control occurs such that the person that acquires Borrower has the power after such transaction to elect a majority of the board of directors of Borrower as a result of such transaction.  Notwithstanding the foregoing or anything herein to the contrary, in no event shall the transactions consummated on or prior to the Fifth Amendment Effective Date in connection with the Borrower’s receipt of Fifth Amendment Net Equity Proceeds, including the issuance, conversion or exercise of such securities, constitute an “Exit Event” for purposes of the fees contemplated pursuant to this Agreement.

b.

For purposes hereof, the “Sales Milestone Event” shall mean the achievement of Borrower of revenues calculated in accordance with GAAP from the sale in the ordinary course of business to third party customers of fluocinolone acetonide intravitreal implants (marketed on the Effective Date as “ILUVIEN” and referred to herein as “ILUVIEN”), measured on a trailing twelve (12) month basis during the term hereof, tested at the end of each month, equal to or greater than $82,500,000.

3.

Exit Fee.    Following the Fifth Amendment Effective Date and upon the occurrence of each Trigger Event pursuant to Section 4 below, Borrower agrees to pay to each Lender, in immediately available funds, a fee (the “2023 Exit Fee”) in the amount equal to 1.50% of the principal amount of each Term Loan actually funded multiplied by (ii) such Lender’s Pro Rata Share; provided, that, if such payment is made after the termination of the Loan Agreement, each Lender’s Pro Rata Share shall be equal to such Lender’s Pro Rata Share as in effect immediately before the termination of the Loan Agreement.  Notwithstanding anything to the contrary, (x) the 2023 Exit Fee payable to each Lender shall be considered fully earned on the date hereof, subject to the terms of this Agreement and (y) in no event shall the aggregate 2023 Exit Fee paid to all of the Lenders exceed 1.50% of the principal amount of the Term Loans actually funded (the “Maximum Exit Fee”).  For the avoidance of doubt: (i) the 2023 Exit Fee set forth herein shall be in addition to any fee or amount due and payable pursuant to the Fee Letter, the Exit Fee Agreement, the other Loan Documents, or that certain Exit Fee Agreement, dated as of January 5, 2018, by and among SLR, the lenders party thereto, and Borrower, and (ii) in no event shall the transactions consummated on or prior to the Fifth Amendment Effective Date in connection with the Borrower’s receipt of Fifth Amendment Net Equity Proceeds, including the issuance, conversion or exercise of such securities, constitute an “Exit Event” for purposes of the fees contemplated pursuant to this Agreement.  Borrower expressly agrees (to the fullest extent that it may lawfully do so) that: (i) the 2023 Exit Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the 2023 Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between Agent, Lenders and Borrower giving specific consideration in this transaction for such agreement to pay the 2023 Exit Fee and (iv) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.  Borrower expressly acknowledges that its agreement to pay the 2023 Exit Fee to Lenders as herein described is a material inducement to Lenders to provide the Term Loan Commitments and make the Term Loans.

of, an assignment or transfer made pursuant to the terms of Section 12.1 of the Loan Agreement, which shall govern such an assignment or transfer even if the Loan Agreement has previously been terminated.