Exhibit 10.13


 


SECOND AMENDMENT TO


2020 NOTE PURCHASE AGREEMENT


 


This Second Amendment (this
 “Amendment”) to the 2020 Note Purchase Agreement is dated as of December 14, 2021 and amends that certain 2020
Note Purchase Agreement dated December 16, 2020, as amended by the First Amendment thereto dated March 16, 2021 (as amended, the “Existing
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 Existing Agreement, except
where the context otherwise requires.


 


RECITALS


 


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


 


B.                
The requisite Investors have agreed to amend the Existing Agreement and the Notes 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.                 
Amendment to Existing Agreement. Section 3.1 of the Existing Agreement is hereby amended to read in its entirety
as follows:


 


“3.1 Maturity
Date of the Notes. Each Note issued pursuant to this Agreement will be due and payable by the Company upon demand by the holder
thereof on or after January 1, 2023 (the “Maturity Date”).”


 


2.                 
Amendment to Notes. Section 1 of each Note is hereby amended to read in its entirety as follows:


 


“1. Maturity.
Unless converted or as otherwise provided under this Note, the Principal Amount and all accrued and unpaid Interest (as defined below)
shall be due and payable by the Company to the Noteholder on demand on or after January 1, 2023 (the “Maturity Date”).”


 


3.                 
Confirmation of Existing Agreement and Notes. Except as amended hereby, all of the terms of the Existing 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 Existing
Agreement shall be deemed to refer to the Existing Agreement as amended hereby.


 






    


     


    

 


4.                 
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.


 


5.                 
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 Existing Agreement.


 


6.                 
Entire Agreement. This Amendment, together with the Existing 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]


 






    


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Second 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:	Chief
    Executive Officer
	 	 	 
	 	Address:	27
    Route 202, Suites 8 & 9
	 	 	PO
    Box 705
	 	 	Far
    Hills, NJ 07931
	 	Email:	truggia@samsaravision.com


 






    


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Second 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