Exhibit 10.1 


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is made effective as of March 8, 2022 (the “Effective Date”), by
and between Kiora Pharmaceuticals, Inc., a Delaware corporation, with its principal place of business being 1371 East 2100 South,
Suite 200, Salt Lake City, Utah 84105 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability
company, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and
Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”


 


WHEREAS,
the Company is an ophthalmic specialty pharmaceutical company that develops therapies for the treatment of different types of eye diseases;
and


 


WHEREAS,
Danforth has expertise in financial and corporate operations and strategy; and


 


WHEREAS,
Danforth desires to serve as an independent consultant for the purpose of providing the Company with certain strategic and financial
advice and support services, using personnel described in Exhibit A attached hereto, (the "Services"); and


 


WHEREAS,
the Company wishes to engage Danforth on the terms and conditions set forth herein.


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which are hereby acknowledged,
the Parties agree and covenant as follows.


 


		1.	Services
                                            of Consultant. Danforth will assist the Company with matters relating to the Services
                                            to be provided by Danforth’s employees or contracted agents (the “Danforth Personnel”).
                                            The Services are more fully described in Exhibit A attached hereto. Danforth
                                            and the Company will review the Services on a monthly basis to determine appropriate staffing
                                            requirements. Company shall have the right to request changes to the Danforth Personnel at
                                            any time in writing. If Company makes a written request, Danforth shall replace such Danforth
                                            Personnel subject to the Company’s right of pre-approval.



 


		2.	Compensation
                                            for Services. In full consideration of Danforth’s full, prompt and faithful performance
                                            of the Services, the Company shall compensate Danforth a consulting fee more fully described
                                            in Exhibit A (the “Consulting Fee”). Danforth shall, from time to
                                            time, but not more frequently than twice per calendar month, invoice the Company for Services
                                            rendered, and such invoice will be paid upon 15 days of receipt. Each month the Parties shall
                                            evaluate jointly the current fee structure and scope of Services. Danforth reserves the right
                                            to an annual increase in rates set forth in Exhibit A of up to 10%, effective January 1
                                            of each year. Upon termination of this Agreement pursuant to Section 3, no compensation
                                            or benefits of any kind as described in this Section 2 shall be payable or issuable
                                            to Danforth after the effective date of such termination. In addition to payment for Services,
                                            the Company will reimburse Danforth for reasonable out-of-pocket business expenses, including
                                            but not limited to travel and parking, incurred by Danforth in performing the Services hereunder,
                                            upon submission by Danforth of supporting documentation reasonably acceptable to the Company.
                                            Any such accrued expenses in any given three (3) month period that exceed $1,000 shall
                                            be submitted to the Company for its prior written approval.



 






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All
Danforth invoices and billing matters should be addressed to:


 


Company
Accounts Payable Contact:


 


		Name:	Brian
                                            Strem
		Title:	CEO
		Address:	1371
                                            East 2100 South, Suite 200, Salt Lake City, Utah 84105
		Phone:	1-781-788-8869
		E-mail:	bstrem@kiorapharma.com



 


All
Company payments and billing inquiries should be addressed to:


 


	 	Danforth
    Accounting:	Betsy
    Sherr
	 	 	bsherr@danforthadvisors.com
	 	 	Danforth
    Advisors
	 	 	PO
    Box 335
	 	 	Southborough,
    MA 01772




 


		3.	Term
                                            and Termination. The term of this Agreement will commence on the Effective Date and will
                                            continue until such time as either Party has given notice of termination pursuant to this
                                            Section 3 (the “Term”). This Agreement may be terminated by either Party
                                            hereto: (a) with Cause (as defined below), upon 30 days prior written notice to the
                                            other Party; or (b) without cause upon 60 days prior written notice to the other Party.
                                            For purposes of this Section 3, “Cause” shall include: (i) a breach
                                            of the terms of this Agreement which is not cured within 30 days of written notice of such
                                            default or (ii) the commission of any act of fraud, embezzlement or deliberate disregard
                                            of a rule or policy of the Company.



 


		4.	Time
                                            Commitment. Danforth will devote such time to perform the Services under this Agreement
                                            as may reasonably be required. Danforth does not guarantee time and materials estimates in
                                            any way and such estimates are not fixed prices. Danforth will notify the Company as soon
                                            as practicable if an estimate will be exceeded.



 


		5.	Place
                                            of Performance. Danforth will perform the Services at such locations upon which the Company
                                            and Danforth may mutually agree. Danforth will not, without the prior written consent of
                                            the Company, perform any of the Services at any facility or in any manner that might give
                                            anyone other than the Company any rights to or allow for disclosure of any Confidential Information
                                            (as defined below).



 


		6.	Compliance
                                            with Policies and Guidelines. Danforth will perform the Services in accordance with all
                                            rules or policies adopted by the Company that the Company discloses in writing to Danforth.



 






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		7.	Confidential
                                            Information. Danforth acknowledges and agrees that during the course of performing the
                                            Services, the Company may furnish, disclose or make available to Danforth information, including,
                                            but not limited to, material, compilations, data, formulae, models, patent disclosures, procedures,
                                            processes, business plans, projections, protocols, results of experimentation and testing,
                                            specifications, strategies and techniques, and all tangible and intangible embodiments thereof
                                            of any kind whatsoever (including, but not limited to, any apparatus, biological or chemical
                                            materials, animals, cells, compositions, documents, drawings, machinery, patent applications,
                                            records and reports), which is owned or controlled by the Company and is marked or designated
                                            as confidential at the time of disclosure or is of a type that is customarily considered
                                            to be confidential information (collectively the “Confidential Information").
                                            Danforth acknowledges that the Confidential Information or any part thereof is the exclusive
                                            property of the Company and shall not be disclosed to any third party without first obtaining
                                            the written consent of the Company. Danforth further agrees to take all practical steps to
                                            ensure that the Confidential Information, and any part thereof, shall not be disclosed or
                                            issued to its affiliates, agents or employees, except on like terms of confidentiality. The
                                            above provisions of confidentiality shall apply until the termination of this Agreement and
                                            for a period of five (5) years after termination of this Agreement. With respect to
                                            trade secrets, the confidentiality obligations of Danforth and its affiliates, agents or
                                            employees shall survive any termination of this Agreement for so long as the Confidential
                                            Information remains a trade secret under applicable law. Pursuant to the Defend Trade Secrets
                                            Act of 2016, Danforth acknowledges that Danforth will not have criminal or civil liability
                                            under any federal or state trade secret law for the disclosure of a trade secret that (i) is
                                            made (A) in confidence to a federal, state, or local government official, either directly
                                            or indirectly, or to an attorney and (B) 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 such filing is made under seal. In addition, if Danforth
                                            files a lawsuit for retaliation by Company for reporting a suspected violation of law, Danforth
                                            may disclose the trade secret to its attorney and may use the trade secret information in
                                            the court proceeding, if Danforth (i) files any document containing the trade secret
                                            under seal and (ii) does not disclose the trade secret, except pursuant to court order.



 


		8.	Use
                                            of Name and Logo. The Company agrees to permit the use of its name and logo in a roster
                                            of Danforth clients, which may appear on the Danforth website and in its marketing materials.



 


		9.	Intellectual
                                            Property. Danforth agrees that all ideas, inventions, discoveries, creations, manuscripts,
                                            properties, innovations, improvements, know-how, designs, developments, apparatus, techniques,
                                            methods, and formulae that Danforth conceives, makes, develops or improves as a result of
                                            performing the Services, whether or not reduced to practice and whether or not patentable,
                                            alone or in conjunction with any other party and whether or not at the request or upon the
                                            suggestion of the Company (all of the foregoing being hereinafter collectively referred to
                                            as the “Inventions”), shall be the sole and exclusive property of the Company.
                                            To the extent that any of the Inventions do not constitute a “work made for hire”,
                                            Danforth hereby irrevocably assigns, and shall cause Danforth Personnel to irrevocably assign
                                            to Company, at the Company’s sole cost and expense, all right, title, and interest
                                            throughout the world in and to the Inventions, including all intellectual property rights
                                            therein. Danforth shall cause Danforth Personnel to irrevocably waive, to the extent permitted
                                            by applicable law, any and all claims such Danforth Personnel may now or hereafter have in
                                            any jurisdiction to so-called “moral rights” or rights of droit moral with respect
                                            to the Inventions. Upon the reasonable request of Company and at the Company’s sole
                                            cost and expense, Danforth shall, and shall cause Danforth Personnel to, promptly take such
                                            further actions, including execution and delivery of all appropriate instruments of conveyance,
                                            as may be necessary to assist Company to prosecute, register, perfect, or record its rights
                                            in or to any Inventions



 






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		10.	Non
                                            Solicitation. All Danforth Personnel representing Danforth are employees or contracted
                                            agents of Danforth. Accordingly, they are not retainable as employees or contractors by the
                                            Company and the Company hereby agrees not to solicit, hire or retain their services for so
                                            long as they are employees or contracted agents of Danforth and for two years thereafter.
                                            Should the Company violate this restriction, it agrees to pay Danforth liquidated damages
                                            equal to fifty percent (50%) of the employee’s starting annual base salary and target
                                            annual bonus for each Danforth contracted agent hired by the Company in violation of this
                                            Agreement plus Danforth’s reasonable attorneys’ fees and costs
                                            incurred in enforcing this agreement should the Company fail or refuse to pay the liquidated
                                            damages amount in full within 30 days following its violation. For purposes herein, “solicit”
                                            does not include broad-based recruiting efforts, including, without limitation, help wanted
                                            advertising and posting of open positions on a party’s internet site.



 


		11.	Placement
                                            Services. In the event that Danforth refers a potential employee to the Company and that
                                            individual is hired, Danforth shall receive a fee equal to 25% of the employee’s starting
                                            annual base salary and target annual bonus. This fee is due and owing whether an individual
                                            is hired, directly or indirectly on a permanent basis or on a contract or consulting basis
                                            by the Company, as a result of Danforth’s efforts within one year of the date applicant(s) are
                                            submitted to the Company. Such payment is due within 30 days of the employee’s start
                                            date.



 


		12.	No
                                            Implied Warranty. Except for any express warranties stated herein, the Services are provided
                                            on an "as is" basis, and the Company disclaims any and all other warranties, conditions,
                                            or representations (express, implied, oral or written), relating to the Services or any part
                                            thereof. Further, in performing the Services, Danforth is not engaged to disclose illegal
                                            acts, including fraud or defalcations, which may have taken place. The foregoing notwithstanding,
                                            Danforth will promptly notify the Company if Danforth becomes aware of any such illegal acts
                                            during the performance of the Services. Because the Services do not constitute an examination
                                            in accordance with standards established by the American Institute of Certified Public Accountants
                                            (the “AICPA”), Danforth is precluded from expressing an opinion as to whether
                                            financial statements provided by the Company are in conformity with generally accepted accounting
                                            principles or any other standards or guidelines promulgated by the AICPA, or whether the
                                            underlying financial and other data provide a reasonable basis for the statements.



 


		13.	Indemnification.
                                            Each Party hereto agrees to indemnify and hold the other Party hereto, its directors, officers,
                                            agents and employees harmless against any claim based upon circumstances alleged to be inconsistent
                                            with such representations and/or warranties contained in this Agreement. Further, the Company
                                            shall indemnify and hold harmless Danforth and any of its subcontractors against any claims,
                                            losses, damages or liabilities (or actions in respect thereof) that arise out of or are based
                                            on the Services performed hereunder, except for any such claims, losses, damages or liabilities
                                            arising out of the gross negligence or willful misconduct of Danforth or any of its subcontractors.
                                            The Company will endeavor to add Consultant and any applicable subcontractor to its insurance
                                            policies as additional insureds. Furthermore, during the Term of this Agreement, if the Company
                                            desires that Danforth provide treasury services, the Company shall obtain and maintain a
                                            Crime and Cyber Insurance Policy that includes coverage for "Social Engineering"
                                            claims and extends coverage to Danforth.



 






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		14.	D&O
                                            Insurance. The Company shall use its best efforts to specifically include and cover,
                                            as a benefit for their protection, Danforth staff serving as directors or officers of the
                                            Company or affiliates from time to time with direct coverage as named insureds under the
                                            Company’s policy for directors’ and officers’ (“D&O”) insurance.
                                            The Company will maintain such D&O insurance coverage for the period through which claims
                                            can be made against such persons. The Company disclaims a right to distribution from the
                                            D&O insurance coverage with respect to such persons. In the event that the Company is
                                            unable to include Danforth under the Company’s policy or does not have first dollar
                                            coverage acceptable to Danforth in effect for at least $5 million (e.g., such policy is not
                                            reserved based on actions that have been or are expected to be filed against officers and
                                            directors alleging prior acts that may give rise to a claim), Danforth may, at its option,
                                            attempt to purchase a separate D&O policy that will cover the Danforth staff only. The
                                            cost of same shall be invoiced to the Company as an out -of -pocket cash expense. If Danforth
                                            is unable to purchase such D&O insurance, then Danforth reserves the right to terminate
                                            the Agreement upon delivery of written notice.



 


		15.	Independent
                                            Contractor. Danforth is not, nor shall Danforth be deemed to be at any time during the
                                            term of this Agreement, an employee of the Company, and therefore Danforth shall not be entitled
                                            to any benefits provided by the Company to its employees, if applicable. Danforth’s
                                            status and relationship with the Company shall be that of an independent contractor and consultant.
                                            Danforth shall not state or imply, directly or indirectly, that Danforth is empowered to
                                            bind the Company without the Company's prior written consent. Nothing herein shall create,
                                            expressly or by implication, a partnership, joint venture or other association between the
                                            parties. Danforth will be solely responsible for payment of all charges and taxes arising
                                            from his or her relationship to the Company as a consultant. Except as expressly provided
                                            herein, nothing in this Agreement shall preclude Danforth from consulting for or being employed
                                            by any other person or entity.



 


		16.	Records.
                                            Upon termination of Danforth’s relationship with the Company, Danforth shall deliver
                                            to the Company any property or Confidential Information of the Company relating to the Services
                                            which may be in its possession including products, project plans, materials, memoranda, notes,
                                            records, reports, laboratory notebooks, or other documents or photocopies and any such information
                                            stored using electronic medium.



 






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		17.	Notices.
                                            Any notice under this Agreement shall be in writing (except in the case of verbal communications,
                                            emails and teleconferences updating either Party as to the status of work hereunder) and
                                            shall be deemed delivered upon personal delivery, one day after being sent via a reputable
                                            nationwide overnight courier service or two days after deposit in the mail or on the next
                                            business day following transmittal via facsimile. Notices under this Agreement shall be sent
                                            to the following representatives of the Parties:



 


If
to the Company:


 


	 	Name:	Brian
    Strem
	 	Title:	CEO
	 	Address:	1371
    East 2100 South, Suite 200, Salt Lake City, Utah 84105
	 	Phone:	1-781-788-8869
	 	E-mail:	bstrem@kiorapharma.com
	 	 
	 	If
    to Danforth:	 
	 	 
	 	Name:	Gregg
    Beloff
	 	Title:	Managing
    Director
	 	Address:	91
    Middle Road
	 	 	Southborough,
    MA 01772
	 	Phone:	(617)
    686-7679
	 	E-mail:	gbeloff@danforthadvisors.com




 


		18.	Assignment
                                            and Successors. This Agreement may not be assigned by a Party without the consent of
                                            the other which consent shall not be unreasonably withheld, except that each Party may assign
                                            this Agreement and the rights, obligations and interests of such Party, in whole or in part,
                                            to any of its Affiliates, to any purchaser of all or substantially all of its assets or to
                                            any successor corporation resulting from any merger or consolidation of such Party with or
                                            into such corporation.



 


		19.	Force
                                            Majeure. Neither Party shall be liable for failure of or delay in performing obligations
                                            set forth in this Agreement, and neither shall be deemed in breach of its obligations, if
                                            such failure or delay is due to natural disasters or any causes beyond the reasonable control
                                            of either Party. In the event of such force majeure, the Party affected thereby shall use
                                            reasonable efforts to cure or overcome the same and resume performance of its obligations
                                            hereunder.



 


		20.	Headings.
                                            The Section headings are intended for convenience of reference only and are not intended
                                            to be a part of or to affect the meaning or interpretation of this Agreement.



 


		21.	Integration;
                                            Severability. This Agreement is the sole agreement with respect to the subject matter
                                            hereof and shall supersede all other agreements and understandings between the Parties with
                                            respect to the same. If any provision of this Agreement is or becomes invalid or is ruled
                                            invalid by any court of competent jurisdiction or is deemed unenforceable, it is the intention
                                            of the Parties that the remainder of the Agreement shall not be affected.



 






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		22.	Governing
                                            Law. This Agreement shall be governed by and construed in accordance with the laws of
                                            the Commonwealth of Massachusetts, excluding choice of law principles. The Parties agree
                                            that any action or proceeding arising out of or related in any way to this Agreement shall
                                            be brought solely in a Federal or State court of competent jurisdiction sitting in the Commonwealth
                                            of Massachusetts.



 


		23.	Amendments
                                            and Waivers. This Agreement may be amended or supplemented only by a written instrument
                                            duly executed by each of the Parties. No provision of this Agreement may be waived except
                                            by a written instrument signed by the Party hereto sought to be bound. No failure or delay
                                            by any Party in exercising any right or remedy hereunder or under applicable law will operate
                                            as a waiver thereof, and a waiver of a particular right or remedy on one occasion will not
                                            be deemed a waiver of any other light or remedy, or a waiver on any subsequent occasion.



 


		24.	Counterparts.
                                            This Agreement may be executed in counterparts, each of which will be deemed an original,
                                            but all of which together will constitute one agreement. Counterparts may be delivered via
                                            facsimile, electronic mail (including pdf or any electronic signature complying with the
                                            U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and
                                            any counterpart so delivered shall be deemed to have been duly and validly delivered and
                                            be valid and effective for all purposes.



 


If
you are in agreement with the foregoing, please sign where indicated below, whereupon this Agreement shall become effective as of the
Effective Date.


 


	DANFORTH
ADVISORS, LLC	Kiora
Pharmaceuticals, Inc.



 


	By:	/s/ Chris Connors	 	By:	/s/ Brian Strem




 


	Print Name:	Chris Connors	 	Print Name:	Brian Strem



 


	Title:	Chief Executive Officer	 	Title:	Chief Executive Officer



 


	Date:	3/9/2022	 	Date:	3/8/2022



 






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EXHIBIT A


 


Description
of Services and Schedule of Fees


 


Danforth
will perform mutually agreed to finance and accounting and HR functions which are necessary to support the management and operations
of the Company including, but not limited to, the functions set forth below:


 


F&A


 


	Role	Hourly Rate	Function
	 	 	 
	Sr. Advisor	$575/hour	Senior Advisory
	CFO/Managing Director	$450/hour	CFO/ Advisory
	Sr. Director	$395/hour	Principal Accounting Officer
	Director	$350/hour	VP Finance
	Sr Manager	$295/hour	Sr Controller/FP&A
	Manager	$235/hour	Controller
	Sr. Consultant	$175/hour	Asst. Controller
	Consultant	$135/hour	Staff Accountant
	Risk Management	$510/hour	Insurance/D&O
	Tax Specialist	$260/hour	Tax Returns




 


HR


 


	Role	Hourly Rate	Function
	 	 	 
	HR Managing Director	$375/hour	Human Resources
	Sr. HR Director	$330/hour	Human Resources
	HR Director	$300/hour	Human Resources
	Sr HR Manager	$255/hour	Human Resources
	HR Manager	$195/hour	Human Resources



 


 


Initial
Staffing will be Stephen F. Ghiglieri, a Managing Director, who has been interviewed and approved by the Company. Additional Danforth
Personnel will be added in accordance with Section 1 of this Agreement.


 






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