Exhibit 10.14


 


THIRD AMENDMENT TO 


2020 NOTE PURCHASE AGREEMENT 


 


This Third Amendment (this
 “Amendment”) to the 2020 Note Purchase Agreement is dated as of February 25, 2022 and amends that certain 2020
Note Purchase Agreement dated December 16, 2020, as amended on March 16, 2021 and on December 15, 2021 (the “Original Agreement”)
by and among Samsara Vision, Inc., a Delaware corporation (the “Company”), and the Investors listed on Exhibit
A thereto (herein individually an “Investor” and collectively, the “Investors”).
Capitalized terms used herein but not otherwise defined shall have the same meanings assigned to them in the Original Agreement, except
where the context otherwise requires.


 


RECITALS


 


A.       The
Company and the undersigned Investors are parties to the Original Agreement, and desire to amend the Original Agreement as set forth herein.


 


B.       The
requisite Investors have agreed to amend the Original Agreement as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereby agree as follows:


 


1.       Size
of Offering. Section 2.2 of the Original Agreement is hereby amended to read in its entirety as follows:


 


“Subsequent Closing. Including
the amount received by the Company from the Initial Closing, the Company may sell additional Notes for up to an aggregate principal amount
of $18,200,000 at any time on or prior to 5PM PDT of December 31, 2022 (each such sale, a “Subsequent Closing”)
subject to the terms and conditions of this Agreement. Any participant in a Subsequent Closing who has not already signed this Agreement
will execute a counterpart of this Agreement and agree to be bound by the terms hereby and become a party hereto as an “Investor”
hereunder. After each Subsequent Closing, Exhibit A will be updated by the Company without any further action on the part of the
parties hereto to reflect the addition of any subsequent Investors and additional amounts invested pursuant to this Agreement. The Initial
Closing and any Subsequent Closing are each referred to in this Agreement as a “Closing,” and the date of a
particular Closing is referred to as the “Closing Date”.”


 






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2.       Confirmation
of Original Agreement and Notes. Except as amended hereby, all of the terms of the Original Agreement and the Notes shall remain
and continue in full force and effect and are hereby confirmed in all respects, and all references to the Original Agreement shall be
deemed to refer to the Original Agreement as amended hereby.


 


3.       Governing
Law. This Amendment will be governed by and construed under the internal laws of the State of Delaware as applied to agreements
among Delaware residents entered into and to be performed entirely within Delaware, without reference to principles of conflict of laws
or choice of laws.


 


4.       Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument. This Amendment shall become binding when one or more counterparts, individually or taken together,
shall bear the signatures of the requisite parties to amendment the Original Agreement.


 


5.      Entire Agreement. This
Amendment, together with the Original Agreement and all exhibits thereto (including the Notes), constitute the entire understanding and
agreement of the parties with respect to the transactions contemplated herein and supersede all prior and contemporaneous understandings
and agreements, whether written or oral, with respect to such transactions.


 


[Remainder of Page Intentionally Left Blank]


 






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IN WITNESS WHEREOF, the parties
have executed this Third Amendment to 2020 Note Purchase Agreement as of the date first written above.


 


 


	 	COMPANY:
	 	 
	 	
    SAMSARA VISION, INC.

     

    a Delaware corporation

	 	
     

    By:
	
     

    /s/ Tom Ruggia

	 	Name:	Tom Ruggia
	 	
    Title:

     

    Address:

     

     

     

    Email:
	
    Chief Executive Officer

     

    27 Route 202, Suites 8 & 9

    PO Box 705

    Far Hills, NJ 07931

     

    truggia@samsaravision.com



 


Signature Page to Third Amendment to


2020 Note Purchase Agreement


 






    


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Third Amendment to 2020 Note Purchase Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 	 
	 	VOT HOLDINGS LLC
	 	 	 
	 	By:	/s/ Steve Denelsky
	 	Name:	Steve Denelsky
	 	Title:	Managing Member



 


	 	Address:	777 Third Avenue, 19th Floor
	 	 	New York, NY 10017



 


	 	Email:	steve@lsafunding.com



 


Signature Page to Third Amendment to


2020 Note Purchase Agreement