Exit Fee Agreement dated as of December 31, 2019, by and among Alimera Sciences, Inc., Solar Capital Ltd. as collateral agent, and the Lenders

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.

For purposes hereof, the “First 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 $75,000,000.

For purposes hereof, the “Second 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 ILUVIEN, measured on a trailing twelve (12) month basis, tested at the end of each month, equal to or greater than $95,000,000 (inclusive of any revenues calculated for the First Sales Milestone Event).

in the case of an Exit Event, $675,000;

in the case of the First Sales Milestone Event, $337,500; and

in the case of the Second Sales Milestone Event, $337,500.