Exhibit 10.12


 


FIRST AMENDMENT TO


2020 NOTE PURCHASE AGREEMENT


 


This First Amendment (this
 “Amendment”) to the 2020 Note Purchase Agreement is dated as of March 16, 2021 and amends that certain 2020
Note Purchase Agreement (the “Original Agreement”) dated December 16, 2020 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 $13,000,000 at any time on or prior to 5PM PDT of December 31, 2021 (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.””


 


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.


 


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IN WITNESS WHEREOF, the
parties have executed this First 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 First 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:	 
	 	 
	Email: