Consulting Agreement by and between the Registrant and Dr. Jeffrey Heier, dated as of October 17, 2022

Type and Amount of Service.

Consultant possesses certain clinical expertise in the field of ophthalmology for which the Company has established a bona fide need. Therefore, Consultant agrees to furnish the services detailed in Exhibit A, attached hereto and incorporated herein by reference (the “Services”).

Consultant agrees to provide the Services in accordance with the terms and conditions of this Agreement, including but not limited to the terms set forth in Exhibit A. Consultant shall provide all Services in compliance with applicable laws, the PhRMA Code, and applicable, written Company instructions and Company policies and procedures that are provided to Consultant in writing in advance of the performance of the Services, including, but not limited to, any applicable provisions of the Company's Code of Business Conduct and Ethics.

Compensation.

Subject to the conditions set forth in this Agreement, Company agrees to pay Consultant the consideration specified in the attached Exhibit A for the Services that Consultant renders, which the parties agree is representative of the fair market value for such Services.

Payment of the consideration specified in Exhibit A shall constitute full payment for Consultant’s Services to Company during the term of this Agreement, and Consultant shall not receive any additional benefits or compensation for such Services, unless otherwise agreed in writing by the parties.

No amount paid or reimbursed by or on behalf of Company hereunder is intended to be, nor shall it be construed as, an offer or payment made, whether directly or indirectly, to induce or reward Consultant for the referral of patients, the purchase, lease or order of any item or service, or the recommendation or arranging for the purchase, lease or order of any item or service.

Consultant shall provide Company with invoices on a monthly basis documenting the Services provided by Consultant to ***@*** with a copy to ***@*** and to such other address as the Company may direct. Each invoice shall be in a form satisfactory to the Company and, consistent with the example attached hereto as Exhibit B, shall describe ,in reasonable detail, the Services performed, the fees due, the dates upon which Services were rendered and the number of hours spent on each task related to the Services. Consultant shall establish and maintain records for the Services in reasonable detail to support the invoice and, in the case of the reimbursement of expenses in accordance with Section 2.5, accompanied by reasonable documentation for reimbursable expenses, and Consultant shall provide such records to Company upon Company’s reasonable request. Such records may be in the form of email messages or slides, where appropriate. Company shall review Consultant’s invoices for approval and payment and shall notify Consultant within fifteen (15) days of receipt if it disputes any portion of an invoice, after which the parties will use good faith efforts to resolve the dispute as soon as practicable. Payment of undisputed amounts will be made by Company to Consultant within 30 days after Company’s receipt of the invoice.

Subject to the requirements or restrictions of applicable law and PhRMA Code, Company will reimburse Consultant for reasonable and necessary expenses actually incurred by Consultant in connection with Consultant’s furnishing of the Services requested by Company as long as: (a) Consultant obtained advance written consent from Company; (b) Consultant provides Company with appropriate documentation, including originals or copies of receipts, for such expenses; and (c) the expenses comply with all Company requirements related to expense reimbursements for consultants including the Company’s then-current external consultant travel and expense reimbursement policy that is provided by Company to Consultant. In no event will Company reimburse Consultant for expenses related to (a) travel or subsistence expenses for spouses or guests; (b) secretarial or word processing services; (c) staff services; (d) computer time; (e) express delivery services; (f) facsimile charges; or (g) photocopying. Company reserves the right to audit the expenses claimed by Consultant at any time upon advance written notice and during mutually convenient times during the term of this Agreement.

Consultant acknowledges and agrees that Company has the right to capture, maintain and publicly disclose, as required under all applicable laws regulations and PhRMA Code : (a) the existence and nature of Consultant relationship as a consultant to Company; (b) actual Services rendered by Consultant hereunder; and (c) direct and indirect payments, transfers of value, and other compensation, ownership or investment interest provided to Consultant by Company. Additionally, as deemed required by law by Company , Consultant shall notify state authorities of Consultant’s relationship with Company and of receipt of compensation under this Agreement.

Term and Termination.

This Agreement shall be deemed effective, and Consultant shall be deemed to have begun providing Services to Company hereunder, as of July 1, 2022, and the term of this Agreement and Consultant’s consulting hereunder shall continue until June 30, 2023 (the “Term”) under the terms of this Agreement, unless this Agreement is terminated earlier as provided herein (the term of this Agreement). The Agreement shall automatically renew for additional one-year intervals through June 30, 2026, unless earlier terminated as provided herein.

Company and Consultant may terminate this Agreement with or without cause upon thirty (30) days’ written notice to the other party.

In the event of termination of this Agreement, any and all obligations that either party may otherwise have under this Agreement shall cease immediately except that Company agrees to pay Consultant for all fees and expenses due at the time of termination for Services performed by Consultant in accordance with the terms and conditions of this Agreement prior to the termination of this Agreement.

The provisions of Sections 2.1, 3. 3, 4, 7, 15 of this Agreement shall survive the termination of this Agreement.

Independent Contractors.

This Agreement, in accordance with the mutual intentions of Company and Consultant, establishes between them an independent contractor relationship, and all terms and conditions of this Agreement shall be interpreted in light of that relationship.

This Agreement does not create an employment, agency or partnership relationship. As an independent contractor, Consultant fees and expenses are limited to those expressly stated in this Agreement.

Consultant shall not participate in or be entitled to Company’s fringe benefit plans or any other

In conformity with Consultant’s independent contractor status and without limiting any of the

Consultant understands that no deduction or withholding for taxes or contributions of any kind shall be made by Company with respect to the compensation hereunder;

Consultant agrees to accept liability for the payment of all applicable taxes or contributions for unemployment insurance or pensions or annuities or social security payments which are measured by the wages, salaries or other remuneration paid to Consultant or Consultant’s agents, if any, and to reimburse and indemnify Company for any such taxes or contributions or penalties which Company may be compelled to pay with respect to the compensation hereunder; and

Consultant agrees to take all action and comply with all applicable administrative regulations necessary for the payment by Consultant of such taxes and contributions.

Neither party is authorized by this Agreement or with respect to the Services to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other party, or to bind the other party in any manner.

Consultant shall have the right to control and determine the time, place, methods, manner and means of performing the Services, provided that Consultant shall not use any of the following in the performance of the Services any direct or indirect financial support received from any third party, including without limitation any academic or not-for-profit institution with which Consultant may be affiliated, including the Board (the “Other Entity”). In performing the Services, the amount of time devoted by the Consultant to the performance of the Services on any given day will be entirely within Consultant's control, and the Company will rely on the Consultant to put in the amount of time necessary to fulfill the requirements of this Agreement. Consultant will provide all equipment and supplies required to perform the Services. Upon reasonable advance written notice, Consultant shall meet with representatives of the Company at a location to be designated by the parties to this Agreement.

In the performance of the Services, Consultant has the authority to control and direct the performance of the details of the Services. However, the Services contemplated by the Agreement must be performed in accordance with the terms and conditions of this Agreement.

Neither party shall use the other party's or its employees’ or officers’ trade names, trademarks, service names or service marks without the prior written approval of the other party; provided, however, that notwithstanding the foregoing, the Company agrees that Consultant shall be permitted to disclose Consultant’s relationship with the Company in conflict of interest disclosure statements to the extent required by Ophthalmic Consultants of Boston.

Consultant shall indemnify, defend and hold harmless the Company and its successors and assigns from and against any claim, demand, liability, damage, cost or expense (including without limitation reasonable attorneys’ fees) resulting from Consultant’s failure to pay legally required taxes and associated penalties and payments with respect to the compensation hereunder.

Compliance with Law and Conflicts of Interest.

Consultant shall perform the obligations set forth in this Agreement in conformance with all laws, rules and regulations, and all professional standards, applicable to the Services, including but not limited to the Federal anti-kickback statute, the Federal Physician Payments Sunshine Act (and similar state laws), and the U.S. Food, Drug and Cosmetic Act, as amended from time to time. Consultant agrees that during the term of this Agreement, he will not prescribe, recommend, sell, or purchase any Company product (including but not limited to Dextenza or ReSure), and Consultant agrees to not influence any healthcare professional to do any of the foregoing, for any Company product (including but not limited to Dextenza or ReSure). Further, Consultant agrees to not serve as a clinical investigator or serve on a Data Safety Monitoring Board for a Company sponsored or funded trial during the term of this Agreement. The parties intend for this Agreement to comply with the personal services safe harbor, 42 C.F.R. § 1001.952(d), under the Federal anti-kickback statute. The aggregated Services do not exceed that which is reasonably necessary to accomplish the commercially reasonable business purpose of the Company and the Services do not involve the counseling or promotion of a business arrangement that violates any applicable laws. The fees set out in Exhibit A are consistent with fair market value, negotiated at arm's-length, and is not determined in a manner that takes into account the volume or value of any referrals or business otherwise generated between the parties for which payment may be made in whole or in part under Medicare, Medicaid, or other Federal health care programs.

Consultant shall not make any payment or provide any gift to a third party in connection with the performance of Services under this Agreement, except as expressly permitted in this Agreement, without first identifying the intended third-party recipient to Company and obtaining Company's prior written approval. Consultant shall notify Company immediately upon becoming aware of any breach of Consultant's obligations under Section 5.

Consultant represents, warrants and covenants that Consultant:

Has a valid state medical license;

Has not been subject to disciplinary action by any state licensing authority;

Is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement or performing the Service by the U.S. Food and Drug Administration, or any Federal or State law, regulation, or action, including but not limited to 21 U.S.C. § 335a(a) and (b), or by any applicable international laws, regulations or actions;

Has not been convicted of a criminal offense related to healthcare;

Has not been convicted of a felony;

Has not been placed on a state or foreign government’s prohibited vendor list; or

Has not engaged in any conduct or activity which could lead to any of the above mentioned disqualification or debarment actions and that Consultant has no notice that the FDA or any other domestic or international regulatory authority intends to seek disqualification or debarment.

Consultant warrants and represents that to the best of Consultant’s knowledge no conflict of interest exists as between this Agreement and any other professional engagement, including Consultant’s role on the Company's Board of Directors, or agreement to which Consultant is a party and that there are no other lawful restrictions of any kind with respect to Consultant's performance of the Services and the acceptance of related compensation. Each party will keep the other party informed of any changes in circumstance that could lead to a conflict of interest between Consultant and Company and if in doubt, a party will inform the other party to ascertain if there is an unacceptable conflict of interest between Company and Consultant.

Consultant represents and warrants that if Consultant is an employee of an educational or not-for-profit institution or any other third party and is required by such third party to disclose any proposed agreements for Services as contemplated herein, Consultant shall make such disclosure in accordance with the policies and procedures of such third party and shall have obtained the prior written approval to enter into this Agreement by such third party, if required.

Consultant represents and warrants that if Consultant is a member of the committee of any entity that sets formularies of covered medicines (e.g., formulary committee or Pharmacy & Therapeutics committee), or develops clinical guidelines or treatment protocols or standards, Consultant shall comply with the disclosure requirements of the respective committee(s) and, at a minimum, shall follow the procedures of such committee and shall disclose to such committee (a) that Consultant provides Services to Company and (b) the nature of such Services. The obligation to disclose to such committee as contemplated above shall extend for two (2) years beyond the termination or expiration of this Agreement, or such longer period of time as required by such committee. If and to the extent that the procedures or disclosure requirements of any committee(s) referenced above of which the Consultant is a member requires the Consultant to disclose Confidential Information to such committee(s), the Consultant will notify Company of such procedure or requirement reasonably in advance of making such disclosure, to the extent not prohibited by the policies of such committee(s).

Consultant hereby represents that, except as Consultant has disclosed in writing to the Company, Consultant is not bound by the terms of any agreement with any third party, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party. Consultant represents that Consultant will not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any current or previous employer or others.

Reporting.

Data Protection.

Property and Ownership.

All materials, documents, information, descriptions and suggestions of every kind supplied to Consultant by Company or Company’s agent in connection with and/or pursuant to this Agreement or the relationship established between Consultant and Company (including, without limitation, any such materials, documents, information, descriptions and suggestions supplied to Consultant by Company before the execution of this Agreement) are the sole and exclusive property of Company, and Company shall have the right to make whatever use it deems desirable of any such materials, documents, information, descriptions and suggestions.

All information of whatever type developed by Consultant in the performance of the Services (“Deliverables”) pursuant to this Agreement is the exclusive property of Company.

Upon expiration or termination of this Agreement and at Company’s expense, Consultant shall return to Company all Company Materials as directed in writing by Company and provide written certification of such disposal if requested by Company.

Publications.

Consultant may not publish or publicly disclose in any way without the prior written consent of Company, which consent Company may withhold in its sole discretion, any material or manuscript disclosing Consultant’s Services hereunder and/or any Deliverables.

Except as required by applicable regulations and laws, neither party shall use the other party’s name or logo without the prior written approval of the other party, which approval the other party may withhold in its sole discretion.

Assignment of Work Product.

Acknowledgement of Confidentiality.

Assignment & Delegation.

Medical Practice.

General Provisions.

Indemnification; Insurance; Liability

Company shall indemnify, defend and hold harmless Consultant against any and all claims, losses, damages, liabilities, judgments and expenses (including reasonable attorneys’ fees and costs of litigation) (collectively, “Claims”) initiated by any third party against Consultant arising from (a) Consultant’s performance of the Services in accordance with this Agreement other than such Claims that may result from or arise out of the bad faith, negligence or misconduct of Consultant; provided that it shall be a condition to such indemnification that Consultant (a) provide prompt

Company shall maintain in full force and effect product liability insurance and general liability insurance with limits sufficient to cover its indemnification obligations set forth herein, or alternatively a program of self-insurance sufficient to cover its indemnification obligations set forth herein.

Neither Party shall be responsible or liable to the other Party with respect to the subject matter of this Agreement for any indirect, incidental, special or consequential damages, including, but not limited to, loss of profits or loss of revenues.

Services.

Fees & Hours.