EXHIBIT
10.57


 


VISIONOLOGY,
INC.


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (this “Agreement”) is made and entered into as of July 1, 2020 (the “Effective
Date”) by and between Visionology, Inc., a Delaware corporation with its principal place of business at 102 Woodmont
Blvd., Suite 610, Nashville, TN 37205 (the “Company”), and Mark L. Baum, an individual with a principal
place of business at 102 Woodmont Blvd., Suite 610, Nashville, TN 37205 (“Consultant”) (each herein
referred to individually as a “Party,” or collectively as the “Parties”).


 


The
Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant
is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the
Parties agree as follows:


 


1.
Services and Compensation


 


Consultant
shall perform the services described in Exhibit A (the “Services”) for the Company (or its designee),
and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of
the Services.


 


2.
Confidentiality


 


A.
Definition of Confidential Information. “Confidential Information” means any information
(including any and all combinations of individual items of information) that relates to the actual or anticipated business and/or
products, research or development of the Company, its affiliates or subsidiaries, or to the Company’s, its affiliates’
or subsidiaries’ technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or
other information regarding the Company’s, its affiliates’ or subsidiaries’ products or services and markets
therefor, customer lists and customers (including, but not limited to, customers of the Company on whom Consultant called or with
whom Consultant became acquainted during the term of this Agreement), software, developments, inventions, discoveries, ideas,
processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and
other business information disclosed by the Company, its affiliates or subsidiaries, either directly or indirectly, in writing,
orally or by drawings or inspection of premises, parts, equipment, or other property of Company, its affiliates or subsidiaries.
Notwithstanding the foregoing, Confidential Information shall not include any such information which Consultant can establish
(i) was publicly known or made generally available prior to the time of disclosure to Consultant; (ii) becomes publicly known
or made generally available after disclosure to Consultant through no wrongful action or inaction of Consultant; or (iii) is in
the rightful possession of Consultant, without confidentiality obligations, at the time of disclosure as shown by Consultant’s
then-contemporaneous written records; provided that any combination of individual items of information shall not be deemed to
be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless
the combination as a whole is within such exception.


 




    	 	 	 



     


    

 


B.
Nonuse and Nondisclosure. During and after the term of this Agreement, Consultant will hold in the strictest confidence,
and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant
will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services
on behalf of the Company, or (ii) subject to Consultant’s right to engage in Protected Activity (as defined below), disclose
the Confidential Information to any third party without the prior written consent of an authorized representative of the Company,
except that Consultant may disclose Confidential Information to the extent compelled by applicable law; provided however,
prior to such disclosure, Consultant shall provide prior written notice to Company and seek a protective order or such similar
confidential protection as may be available under applicable law. Consultant agrees that no ownership of Confidential Information
is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual
property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise
enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under
this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue
after the termination of this Agreement.


 


C.
Other Client Confidential Information. Consultant agrees that Consultant will not improperly use, disclose, or induce
the Company to use any proprietary information or trade secrets of any former or current employer of Consultant or other person
or entity with which Consultant has an obligation to keep in confidence. Consultant also agrees that Consultant will not bring
onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietary
information, or trade secrets belonging to any third party unless disclosure to, and use by, the Company has been consented to
in writing by such third party.


 


D.
Third Party Confidential Information. Consultant recognizes that the Company has received and in the future will
receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain
the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during
the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential
or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or
other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement
with such third party.


 


3.
Ownership


 


A.
Assignment of Inventions. Consultant agrees that all right, title, and interest in and to any copyrightable material,
notes, records, drawings, designs, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered,
authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, during the term of
this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents,
trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Inventions”),
are the sole property of the Company. Consultant also agrees to promptly make full written disclosure to the Company of any Inventions
and to deliver and assign (or cause to be assigned) and hereby irrevocably assigns fully to the Company all right, title and interest
in and to the Inventions.


 


B.
Pre-Existing Materials. Subject to Section 3.A, Consultant will provide the Company with prior written notice if,
in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services
any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary
information or intellectual property right owned by Consultant or in which Consultant has an interest, prior to, or separate from,
performing the Services under this Agreement (“Prior Inventions”), and the Company is hereby granted
a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses)
to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display,
perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection
with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, discovery, idea,
original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual
property right owned by any third party into any Invention without Company’s prior written permission.


 




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C.
Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity,
modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral
rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”).
To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any
and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under
applicable law.


 


D.
Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written
records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period
of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any
other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole
property of the Company at all times and upon Company’s request, Consultant shall deliver (or cause to be delivered) the
same.


 


E.
Further Assurances. Consultant agrees to assist Company, or its designee, at the Company’s expense, in every
proper way to secure the Company’s rights in Inventions in any and all countries, including the disclosure to the Company
of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments
and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce
such rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive
right, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions.
Consultant further agrees that Consultant’s obligations under this Section 3.E shall continue after the termination of this
Agreement.


 


F.
Attorney-in-Fact. Consultant agrees that, if the Company is unable because of Consultant’s unavailability,
dissolution, mental or physical incapacity, or for any other reason, to secure Consultant’s signature with respect to any
Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or
foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 3.A, then Consultant
hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent
and attorney-in-fact, to act for and on Consultant’s behalf to execute and file any papers and oaths and to do all other
lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask
work registrations with the same legal force and effect as if executed by Consultant. This power of attorney shall be deemed coupled
with an interest, and shall be irrevocable.


 


4.
Conflicting Obligations


 


A.
Consultant represents and warrants that Consultant has no agreements, relationships, or commitments to any other person or entity
that conflict with the provisions of this Agreement, Consultant’s obligations to the Company under this Agreement, and/or
Consultant’s ability to perform the Services. Consultant will not enter into any such conflicting agreement during the term
of this Agreement.


 




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5.
Return of Company Materials


 


Upon
the termination of this Agreement, or upon Company’s earlier request, Consultant will immediately deliver to the Company,
and will not keep in Consultant’s possession, recreate, or deliver to anyone else, any and all Company property, including,
but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the
Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section
3.D and any reproductions of any of the foregoing items that Consultant may have in Consultant’s possession or control.


 


6.
Term and Termination


 


A.
Term. Consultant commenced providing Services to the Company on or about December 1, 2019 and shall provide the
Services through the earlier of (i) one year from the Effective Date, (ii) a Change in Control (as defined in the Company’s
2020 Equity Incentive Plan (the “Plan”)), (iii) the date of any underwriting agreement between the Company
and the underwriter(s) managing an initial public offering of Common Stock (as defined in the Plan), pursuant to which the Common
Stock is priced for an initial public offering, (iv) a Qualified Financing (as defined in Exhibit A attached hereto) or (v) such
earlier date as the Services are terminated by the Company or Consultant as provided in Section 6.B (the “Term”).


 


B.
Termination. The Company may terminate this Agreement upon giving Consultant fourteen (14) days prior written notice
of such termination pursuant to Section 12.G of this Agreement. The Company may terminate this Agreement immediately and without
prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.


 


C.
Survival. Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease
except:


 


(1)
The Company will pay, within thirty (30) days after the effective date of termination, all amounts owing to Consultant for Services
completed and accepted by the Company prior to the termination date and related reimbursable expenses, if any, submitted in accordance
with the Company’s policies and in accordance with the provisions of Section 1 of this Agreement; and


 


(2)
Section 2 (Confidentiality), Section 3 (Ownership), Section 5 (Return of Company Materials), Section 6 (Term and Termination),
Section 7 (Independent Contractor; Benefits), Section 8 (Indemnification), Section 9 (Nonsolicitation), Section 10 (Limitation
of Liability), Section 11 (Dispute Resolution), and Section 12 (Miscellaneous) will survive termination or expiration of this
Agreement in accordance with their terms.





 


7.
Independent Contractor; Benefits


 


A.
Independent Contractor. It is the express intention of the Company and Consultant that Consultant perform the Services
as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute Consultant
as an agent, employee or representative of the Company. Without limiting the generality of the foregoing, Consultant is not authorized
to bind the Company to any liability or obligation or to represent that Consultant has any such authority. Consultant agrees to
furnish (or reimburse the Company for) all tools and materials necessary to accomplish this Agreement and shall incur all expenses
associated with performance. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation
received by Consultant pursuant to this Agreement. Consultant agrees to and acknowledges the obligation to pay all self-employment
and other taxes on such income.


 






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B.
Benefits. The Company and Consultant agree that Consultant will receive no Company-sponsored benefits from the Company
such as, but not limited to, paid vacation, sick leave, medical insurance and 401k participation; provided, however, that Consultant
shall be eligible for awards granted under the Plan. If Consultant is reclassified by a state or federal agency or court as the
Company’s employee, Consultant will become a reclassified employee and will receive no benefits from the Company, except
those mandated by state or federal law, even if by the terms of the Company’s benefit plans or programs of the Company in
effect at the time of such reclassification, Consultant would otherwise be eligible for such benefits.


 


8.
Indemnification


 


Consultant
agrees to indemnify and hold harmless the Company and its affiliates and their directors, officers and employees from and against
all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising
directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Consultant, (ii)
a determination by a court or agency that the Consultant is not an independent contractor, (iii) any breach by the Consultant
of any of the covenants contained in this Agreement, (iv) any failure of Consultant to perform the Services in accordance with
all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting
in whole, or in part, from the Company’s use of the Inventions or other deliverables of Consultant under this Agreement.


 


9.
Nonsolicitation


 


To
the fullest extent permitted under applicable law, from the date of this Agreement until twelve (12) months after the termination
of this Agreement for any reason, Consultant will not, without the Company’s prior written consent, directly or indirectly,
solicit any of the Company’s employees to leave their employment, or attempt to solicit employees of the Company, either
for Consultant or for any other person or entity. Consultant agrees that nothing in this Section 9 shall affect Consultant’s
continuing obligations under this Agreement during and after this twelve (12) month period, including, without limitation, Consultant’s
obligations under Section 2.


 


10.
Limitation of Liability


 


IN
NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,
OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY’S LIABILITY
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR
THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.


 




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11.
Dispute Resolution


 


Any
controversy, dispute or claim arising out of or relating to this Agreement or the breach or alleged breach hereof, including whether
the controversy, dispute or claim is arbitrable (each, a “Dispute”), shall be resolved by submitting
such Dispute to binding arbitration administered by the American Health Lawyers Association Dispute Resolution Services or its
successor (“AHLA”) and held in Nashville, Tennessee, and judgment on the arbitration award may be entered
in any court having jurisdiction thereof. The arbitration will be conducted in accordance with applicable AHLA rules and procedures
before a single arbitrator selected and appointed in accordance with such rules. Each party will bear and pay equally the fees
and expenses of AHLA (including the fees and expenses of the arbitrator), and each party will bear its own attorneys’ fees,
costs and other expenses; provided, however, that the arbitrator may award reasonable attorneys’ fees and expenses
to the prevailing party as contemplated in Section 12.H. Any arbitration will be governed by the Federal Arbitration Act (9 U.S.C.
§§ 1 et seq.). The provisions of this Section 11 shall survive expiration or other termination of this Agreement
regardless of the cause of such expiration or termination, and shall not restrict the right of the parties hereto to institute
a proceeding in any court of law or equity to enable such party to obtain or otherwise seek injunctive relief, specific performance
or other equitable remedies during the pendency of any arbitration or without submitting such matter to arbitration.


 


12.
Miscellaneous


 


A.
Governing Law; Consent to Personal Jurisdiction and Venue; Waiver of Trial by Jury. This Agreement shall be governed
by the laws of the State of Delaware, without regard to the conflicts of law provisions of any jurisdiction. To the extent that
any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction
and venue of the state and federal courts located in Nashville, Tennessee. Each party hereby waives any objection to the personal
or subject matter jurisdiction and venue of such courts. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE, ACTION OR CLAIM ARISING OUT OF THIS AGREEMENT.


 


B.
Assignability. This Agreement will be binding upon Consultant’s heirs, executors, assigns, administrators,
and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. There are no intended
third-party beneficiaries to this Agreement, except as expressly stated. Except as may otherwise be provided in this Agreement,
Consultant may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary
herein, Company may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially
all of Company’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock,
change of control or otherwise.


 


C.
Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect
to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the
Parties. Consultant represents and warrants that Consultant is not relying on any statement or representation not contained in
this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement,
the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.


 




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D.
Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this
Agreement.


 


E.
Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision
of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible
so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.


 


F.
Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in a writing signed by the Parties. Waiver by the Company of a breach of any provision of
this Agreement will not operate as a waiver of any other or subsequent breach.


 


G.
Notices. Any notice or other communication required or permitted by this Agreement to be given to a Party shall
be in writing and shall be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) when sent
by confirmed facsimile, or (iii) if mailed by U.S. registered or certified mail (return receipt requested), to the Party at the
Party’s address written below or at such other address as the Party may have previously specified by like notice. If by
mail, delivery shall be deemed effective three business days after mailing in accordance with this Section 12.G.


 


(1)
If to the Company, to:


 


Visionology,
Inc.


102
Woodmont Blvd., Suite 610


Nashville,
TN 37205


Attention:
Chief Executive Officer


 


(2)
If to Consultant, to the address for notice on the signature page to this Agreement or, if no such address is provided, to the
last address of Consultant provided by Consultant to the Company.


 


H.
Attorneys’ Fees. In any court action at law or equity that is brought by one of the Parties to this Agreement
to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys’
fees, in addition to any other relief to which that Party may be entitled.


 


I.
Signatures. This Agreement may be signed in two counterparts, each of which shall be deemed an original, with the
same force and effectiveness as though executed in a single document.





 


J.
Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any services
or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation
of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of
this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period:
(i) Consultant received access to any information from or on behalf of Company that would have been “Confidential Information”
if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created,
authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto)
on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s
involvement with Company, that would have been an Invention if conceived, created, authored, invented, developed or reduced to
practice during the term of this Agreement; or (b) incorporated into any such item any pre-existing invention, improvement, development,
concept, discovery or other proprietary information that would have been a Prior Invention if incorporated into such item during
the term of this Agreement; then any such information shall be deemed Confidential Information hereunder and any such item shall
be deemed an Invention or Prior Invention hereunder, and this Agreement shall apply to such activities, information or item as
if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant
further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.


 






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K.
Protected Activity Not Prohibited. Consultant understands that nothing in this Agreement shall in any way limit
or prohibit Consultant from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity”
shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation
or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities
and Exchange Commission (“Government Agencies”). Consultant understands that in connection with such
Protected Activity, Consultant is permitted to disclose documents or other information as permitted by law, and without giving
notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, Consultant agrees to take all reasonable
precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information
to any parties other than the Government Agencies. Consultant further understands that “Protected Activity”
does not include the disclosure of any Company attorney-client privileged communications. Pursuant to the Defend Trade Secrets
Act of 2016, Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state
trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government
official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation
of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing
is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation
of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding,
if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant
to court order.


 


(signature
page follows)


 




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IN
WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as of the date first written above.


 


	CONSULTANT	 	Visionology,
    Inc.
	 	 	 	 	 
	By:	/s/
    Mark L. Baum	 	By:	/s/
    Andrew R. Boll
	Name:
    	Mark
    L. Baum	 	Name:	Andrew
    R. Boll
	 	 	 	Title:	CFO


 


	Address
    for Notice:	 
	 	 
	 	 
	 	 
	 	 


 




    	 	 	 



     


    

 


EXHIBIT
A


 


SERVICES
AND COMPENSATION


 


1.
Contact. Consultant’s principal Company contact:


 


Name:
Andrew R. Boll_____________________


 


Title:
CFO______________________________


 


Email:
aboll@harrowinc.com_________________


 


Phone:
(615) 733-4731______________________


 


2.
Services. Consultant shall provide management advisory services to the Company relating to its establishment, financing
activities and other related services as may be requested from time to time by the Company.


 


3.
Compensation.


 


A.
Upon or shortly following commencement of Consultant’s Services to the Company, and subject to the approval of the Company’s
Board of Directors, the Company shall issue to Consultant 700,000 shares of the Company’s common stock (“Common
Stock”), par value $0.001 per share (the “Shares”). The Shares shall be subject to the
terms and conditions of the Plan and a restricted stock award agreement between the Company and Consultant.


 


B.
The Shares subject to the Restricted Stock Award shall vest upon the earliest of:


 





	 	(1)	a
    Change in Control (as defined in the Plan);
	 	 	 
	 	(2)	the
    date of any underwriting agreement between the Company and the underwriter(s) managing an initial public offering of Common
    Stock, pursuant to which the Common Stock is priced for initial public offering; or
	 	 	 
	 	(3)	the
    date of closing of a bona-fide equity financing with third party investors resulting in cash gross proceeds to the Company
    of at least $10,000,000 (the “Qualified Financing”);


 


and
in any case of (1), (2) and (3), (each a “Vesting Event”), subject to Consultant’s continuous
status as a Service Provider (as defined in the Plan) through the date of such Vesting Event; provided, however, in the event
Consultant’s continuous status as a Service Provider is terminated by the Company (other than for Cause or by the Consultant
(as defined in the Plan)) prior to the completion of the Term (as defined in this Agreement), the Shares shall vest immediately
upon such termination.





 


C.
All payments and benefits provided for under this Agreement are intended to be exempt from or otherwise comply with the requirements
of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (together, “Section
409A”), so that none of the payments and benefits to be provided hereunder
will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be
interpreted to be exempt or so comply. Each payment and benefit payable under this Agreement is intended to constitute a separate
payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. In no event will the Company reimburse Consultant
for any taxes that may be imposed on Consultant as a result of Section 409A.


 






    	 	 	 



     


    

 


This
Exhibit A is accepted and agreed upon as of July 1, 2020.


 


	CONSULTANT	 	VISIONOLOGY,
    INC.
	 	 	 	 	 
	By:	/s/
    Mark L. Baum	 	By:	/s/
    Andrew R. Boll
	Name:
    	Mark
    L. Baum	 	Name:	Andrew
    R. Boll
	 	 	 	Title:	CFO


 




    	 	-2-