Exhibit 10.22

OCUHUB LLC

2015 Equity Incentive Plan

1. Purposes of the Plan . The purposes of this 2015 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants, and to promote the success of the Company’s business. The Plan permits the grant of Options, Restricted Units and Profits Interests.

2. Definitions . As used herein, the following definitions will apply:

(a) “ Administrator ” means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 hereof.

(b) “ Applicable Laws ” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

(c) “ Award ” means, individually or collectively, a grant under the Plan of Options, Restricted Units or Profit Interests.

(d) “ Award Agreement ” a written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

(e) “ Board ” means the Board of Directors of the Company.

(f) “ Change of Control Event ” shall have the same meaning as set forth in the LLC Agreement. Notwithstanding the foregoing, a transaction shall not be deemed a Change of Control Event for purposes of this Plan unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code.

(g) “ Code ” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(h) “ Committee ” means a committee of Directors appointed by the Board.

(i) “ Company ” means OcuHub LLC, a Delaware limited liability company, or any successor thereto.

(j) “ Consultant ” means any person engaged by the Company, the Parent, or a Subsidiary to render consulting or advisory services to such entity.

(k) “ Conversion ” means the conversion of the Company to a corporation.

(l) “ Director ” means a member of the Board.

(m) “ Disability ” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(n) “ Employee ” means any person, including officers and Directors, employed by the Company, the Parent, or a Subsidiary.

(o) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(p) “ Exchange Program ” means a program under which (i) outstanding Options are surrendered or cancelled in exchange for Options of the same type (which may have lower or higher exercise prices and different terms), Options of a different type, and/or cash, and/or (ii) the exercise price of an outstanding Option is reduced. The terms and conditions of any Exchange Program shall be determined by the Administrator in its sole discretion.

(q) “ Fair Market Value ” means, as of any date, the value of Units as determined in good faith by the Administrator.

(r) “ Interest ” has the meaning set forth in the LLC Agreement.

(s) “ LLC Agreement ” means the Limited Liability Company Agreement of the Company, as in effect from time to time.

(t) “ Member ” means a Member of the Company, as such term is defined in the LLC Agreement.

(u) “ Option ” means an option to purchase Units granted pursuant to the Plan.

(v) “ Parent ” means any entity in an unbroken chain of entities ending with the Company, if each of the entities other than the Company owns shares, or ownership interests possessing 50% or more of the total combined voting power of all classes of shares or ownership interests in one of the other entities in such chain.

(w) “ Participant ” means the holder of an outstanding Award.

(x) “ Period of Restriction ” means the period during which the transfer of Restricted Units are subject to restrictions and therefore, the Restricted Units are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(y) “ Plan ” means this 2015 Equity Incentive Plan.

(z) “ Profits Interests ” means a grant of Interests pursuant to the Plan with a Profits Interest Threshold fixed on the date of issuance in accordance with the LLC Agreement that is intended to qualify as a partnership profits interest for U.S. Federal Income tax purposes.

(aa) “ Profits Interest Threshold Amount ” has the meaning set forth in the LLC Agreement.

(bb) “ Restricted Unit ” means a Unit issued pursuant to a Restricted Unit Award Agreement pursuant to the Plan.

(cc) “ Restricted Unit Award Agreement ” means a written or electronic agreement between the Company and a Participant evidencing the terms and conditions of an individual Restricted Unit. The Restricted Unit Award Agreement is subject to the terms and conditions of the Plan.

(dd) “ Securities Act ” means the Securities Act of 1933, as amended.

(ee) “ Service Provider ” means an Employee, Director or Consultant.

(ff) “ Subsidiary ” has the meaning set forth in the LLC Agreement.

(gg) “ Unit ” means Units in the Company, or in the event of a Conversion, means common stock of the resulting corporation, as adjusted in accordance with Section 12.

3. Units Subject to the Plan .

(a) Units Subject to the Plan . Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Units that may be subject to Awards and sold under the Plan is 4,414 Units. The Units may be authorized but unissued, or reacquired Units.

(b) Lapsed Awards . If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program or, with respect to Restricted Units, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Units which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Units that have actually been issued under the Plan under any Award, will not be returned to the Plan and will not become available for future distribution under the Plan; provided , however , that if Units issued pursuant to Awards of Restricted Units are forfeited to or repurchased by the Company due to the failure to vest, such Units will become available for future grant or sale under the Plan. Units used to pay the exercise price of an Option or to satisfy the tax withholding obligations related to an Option will become available for future grant or sale under the Plan.

(c) Unit Reserve . The Company, during the term of this Plan, will at all times reserve and keep available such number of Units as will be sufficient to satisfy the requirements of the Plan.

4. Administration of the Plan .

(a) Procedure . The Plan will be administered by the Board or a Committee, which Committee will be constituted to satisfy Applicable Laws and the LLC Agreement.

(b) Powers of the Administrator . Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Units to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements and other agreements for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration, and any restriction or limitation regarding any Award or the Units relating thereto, based in each case on such factors as the Administrator will determine;

(vi) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

(vii) to institute and determine the terms and conditions of an Exchange Program;

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

(ix) to modify or amend each Award (subject to Section 18(c) of the Plan), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and the maximum term Options (subject to Section 6(c));

(x) to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 13;

(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; and

(xii) to make all other determinations deemed necessary or advisable for administering the Plan.

(c) Effect of Administrator’s Decision . The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants.

5. Eligibility . Awards may be granted to Service Providers.

6. Options .

(a) Grant of Options . Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine.

(b) Award Agreement . Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option, the number of Units subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(c) Term of Option . The term of each Option will be stated in the Award Agreement; provided , however , that the term will be no more than ten (10) years from the date of grant thereof.

(d) Exercise Price and Consideration .

(i) Exercise Price . The per Unit exercise price for the Units to be issued pursuant to the exercise of an Option will be determined by the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Unit on the date of grant. Notwithstanding the foregoing provisions of this Section 6(d)(i), Options may be granted with a per Unit exercise price of less than one hundred percent (100%) of the Fair Market Value per Unit on the date of grant pursuant to a transaction described in, and in a manner consistent with, Code Section 424(a).

(ii) Form of Consideration . The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. Such consideration may consist entirely of: (1) cash; (2) check; (3) other Units, provided that such Units have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Units as to which such Option will be exercised and provided further that accepting such Units will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (4) consideration received by the Company under a cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (5) such other consideration and method of payment for the issuance of Units to the extent permitted by Applicable Laws; or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(e) Exercise of Options .

(i) Procedure for Exercise; Rights as a Member . Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Unit. An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Units with respect to which the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Units issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Units are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive distributions or allocations of profits or losses or other rights as a Member shall exist with respect to the Units subject to the Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Units promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Units are issued, except as provided in Section 13 of the Plan. Exercising an Option in any manner will decrease the number of Units thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Units as to which the Option is exercised.

(ii) Termination of Relationship as a Service Provider . If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within thirty (30) days of termination, or such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is (1) exercisable on such date pursuant to any exercise restrictions set forth in the Award Agreement and (2) vested on the date of termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Units covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Units covered by such Option will revert to the Plan.

(iii) Disability of Participant . If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within six (6) months of termination, or within such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent the Option is (1) exercisable on such date pursuant to any exercise restrictions set forth in the Award Agreement and (2) vested on the date of termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Units covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Units covered by such Option will revert to the Plan.

(iv) Death of Participant . If a Participant dies while a Service Provider, the Option may be exercised within six (6) months following the Participant’s death, or within such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is (1) exercisable on such date pursuant to any exercise restrictions set forth in the Award Agreement and (2) vested on the date of death, by the Participant’s designated beneficiary, provided that such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Units covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Units covered by such Option will revert to the Plan.

7. Profits Interests .

(a) Award Agreement . Subject to the terms and conditions of the Plan and the LLC Agreement, the Administrator may grant Profits Interests at any time and from time to time, as determined by the Administrator, in its sole discretion. Each Profits Interest grant will be evidenced by an Award Agreement that will specify the number of Units that are being granted as Profits Interests, the Profits Interest Threshold Amount, Period of Restriction and the vesting schedule, if any, applicable to the Profits Interest grant, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(b) Forfeiture . If a Participant’s status as a Service Provider is terminated for any reason by the Participant or the Company before the Profits Interests have vested, unless otherwise determined by the Administrator or unless otherwise provided in the Award Agreement, the Participant will forfeit all non-vested Profits Interests to the Company for no consideration without further action by the Company.

(c) Rights as a Member . Each Participant granted a Profits Interest Award shall agree to be bound by and comply with the terms of the LLC Agreement.

(d) Payment . Unless otherwise determined by the Administrator, no amount shall be paid to the Company for the grant of Profits Interests.

8. Restricted Units .

(a) Grant of Restricted Units . Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Restricted Units to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

(b) Restricted Unit Award Agreement . Each Award of Restricted Units will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Restricted Units granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, if the Units are certificated, the Company as escrow agent will hold Restricted Units until the restrictions on such Restricted Units have lapsed.

(c) Transferability . Except as provided in this Section 8 or as the Administrator determines, Restricted Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d) Other Restrictions . The Administrator, in its sole discretion, may impose such other restrictions on Restricted Units as it may deem advisable or appropriate.

(e) Removal of Restrictions . Except as otherwise provided in this Section 8, Restricted Units granted under the Plan will be released from escrow (if such Units are certificated) as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

(f) Return of Restricted Units to Company . On the date set forth in the Award Agreement, the Restricted Units for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.

9. Compliance With Code Section 409A . Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.

10. Leaves of Absence/Transfer Between Locations . Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be a Service Provider in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company. No such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract.

11. Limited Transferability of Awards . Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator in its sole discretion makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act.

12. Conversion . Subject to the provisions of the merger, reorganization or other agreement setting forth the terms of a direct exchange, merger or other reorganization transaction, upon a Conversion, all Awards granted under the Plan shall be exchanged for or converted into, in such transaction, options to acquire shares of the resulting corporation’s common stock or the resulting corporation’s restricted common stock, in either case, with terms substantially equivalent to the terms of the Awards they are intended to replace.

13. Adjustments; Dissolution or Liquidation; Merger or Change of Control Event .

(a) Adjustments . In the event that any dividend or other distribution (whether in the form of cash, Units, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the Company, or other change in the corporate structure of the Company affecting the Units occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Units that may be delivered under the Plan and/or the number, class, and price of Units covered by each outstanding Award; provided , however , that the Administrator will make such adjustments to an Award required by Section 25102(o) of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Award.

(b) Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c) Merger or Change of Control Event . In the event of a merger or Change of Control Event, each outstanding Award shall be treated as the Administrator determines, without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding entity (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, a participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change of Control Event; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change of Control Event, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such transaction; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this subsection 13(c), the Administrator will not be obligated to treat all Awards or all Awards held by a Participant similarly.

For the purposes of this paragraph, an Award will be considered assumed if, following the merger or Change of Control Event, the Award confers the right to purchase, for each Unit subject to the Award immediately prior to the merger or Change of Control Event, the consideration (whether stock, cash, or other securities or property) received in the transaction by holders of Units for each Unit held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Units); provided , however , that if such consideration received in the merger or Change of Control Event was not solely common stock of the successor corporation or its parent corporation, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option for each Unit subject to the Option to be solely common stock of the successor corporation or its parent corporation equal in fair market value to the per Unit consideration received by holders of Units in the merger or Change of Control Event.

14. Tax Withholding .

(a) Withholding Requirements . Prior to the delivery of any Units or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding Arrangements . The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Units having a Fair Market Value equal to the minimum statutory amount required to be withheld, (iii) delivering to the Company already-owned Units having a Fair Market Value equal to the statutory amount required to be withheld, provided that the delivery of such Units will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Units otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Units to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

15. No Effect on Employment or Service . Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

16. Date of Grant . The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

17. Term of Plan . Subject to Section 21 of the Plan, the Plan will become effective upon its adoption by the Board. Unless sooner terminated under Section 18, it will continue in effect for a term of ten (10) years from the later of (a) the effective date of the Plan, or (b) the earlier of the most recent Board or Member approval of an increase in the number of Units reserved for issuance under the Plan.

18. Amendment and Termination of the Plan .

(a) Amendment and Termination . The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Member Approval . The Company will obtain Member approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination . No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

19. Conditions Upon Issuance of Units .

(a) Legal Compliance . Units will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Units will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations . As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Units are being purchased only for investment and without any present intention to sell or distribute such Units if, in the opinion of counsel for the Company, such a representation is required.

20. Inability to Obtain Authority . The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Units hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Units as to which such requisite authority will not have been obtained.

21. Member Approval . The Plan will be subject to approval by the Members of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such Member approval will be obtained in the manner and to the degree required under Applicable Laws.

Exhibit 10.23

OCUHUB LLC

2015 EQUITY INCENTIVE PLAN

OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the 2015 Equity Incentive Plan (the “ Plan ”) and the limited liability company agreement of OcuHub LLC (the “ LLC Agreement ”) shall have the same defined meanings in this Option Agreement.

I. NOTICE OF UNIT OPTION GRANT

The undersigned Optionee has been granted an Option to purchase Units of the Company (the “ Units ”), subject to the terms and conditions of the Plan, the LLC Agreement, and this Option Agreement, as follows:

Vesting Schedule :

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

One third (1/3 ^rd ) of the Units subject to the Option shall vest on the date of grant; one third (1/3 ^rd ) of the Units subject to the Option shall vest on December 31, 2015; and one third (1/3 ^rd ) of the Units subject to the Option shall vest on December 31, 2016, subject to Participant continuing to be a Service Provider through each such date.

Notwithstanding the foregoing and anything to the contrary in the Plan, in the event of a Change of Control Event (as defined in the Plan) of the Company that occurs while Participant is a Service Provider, one hundred percent (100%) of the then unvested Units subject to the Option shall vest and become immediately exercisable.

Exercise Period :

This Option shall be exercisable for three (3) months after Optionee ceases to be a Service Provider, unless such termination is due to Optionee’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Optionee ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

II. AGREEMENT

1. Grant of Option . The Administrator of the Company hereby grants to the Optionee named in the Notice of Unit Option Agreement (the “ Optionee ”), an option (the “ Option ”) to purchase the number of Units set forth in the Notice of Unit Option Agreement, at the exercise price per Unit set forth in the Notice of Unit Option Grant (the “ Exercise Price ”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

This Option is not intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Instead, this Option is a Nonstatutory Unit Option.

2. Exercise of Option .

(a) Right to Exercise . This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Unit Option Agreement and with the applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise . This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “ Exercise Notice ”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option, the number of Units with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all exercised Units, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding.

No Units shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Units shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Units.

3. Optionee’s Representations . At the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B and execute the counterpart signature page to the LLC Agreement attached hereto as Exhibit C .

4. Lock-Up Period . Optionee hereby agrees that Optionee will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Unit (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Unit (or other securities) of the Company held by Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Units (or other securities) of the Company not to exceed 180 days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).

Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Units (or other securities) of the Company, Optionee will provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 will not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the Units (or other securities) subject to the foregoing restriction until the end of said 180 day (or other) period. Optionee agrees that any transferee of the Option or Units acquired pursuant to the Option will be bound by this Section 4.

5. Method of Payment . Payment of the aggregate Exercise Price shall be by either of the following, or a combination thereof, at the election of the Optionee:

(a) cash or check; or

(b) if the Option is converted into an option covering shares of Company common stock, consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan.

6. Restrictions on Exercise . This Option may not be exercised if the issuance of Units upon such exercise would constitute a violation of any Applicable Law or the LLC Agreement.

7. Non-Transferability of Option . This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan, the LLC Agreement and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

8. Term of Option . This Option may be exercised only within the term set out in the Notice of Unit Option Agreement, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

9. Tax Obligations .

(a) Tax Consequences . The Company makes no representations regarding the tax treatment related to the Option or its exercise. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE UNITS.

(b) Tax Withholding . Optionee agrees that Optionee may be subject to income and employment tax withholding by the Company on the compensation income recognized by the Optionee and that the Company shall not be required to issue Units upon the exercise of the Option unless Optionee adequately provides for the Company to satisfy its withholding obligations.

(c) Code Section 409A. Under Code Section 409A, an Option that was granted with a per Unit exercise price that is determined by the Internal Revenue Service (the “ IRS ”) to be less than the Fair Market Value of a Unit on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Optionee prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Optionee. Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Unit exercise price of this Option equals or exceeds the Fair Market Value of a Unit on the date of grant in a later examination. Optionee agrees that if the IRS determines that the Option was granted with a per Unit exercise price that was less than the Fair Market Value of a Unit on the date of grant, Optionee shall be solely responsible for Optionee’s costs related to such a determination.

10. Entire Agreement; Governing Law . The Plan and the LLC Agreement are incorporated herein by reference. The Plan, this Option Agreement, and the LLC Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of Delaware.

11. No Guarantee of Continued Service . OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING UNITS HEREUNDER. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT (OR THE SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and the LLC Agreement and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan, the LLC Agreement, and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the LLC Agreement or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

[ Signature Page Follows ]

EXHIBIT A

OCUHUB LLC

2015 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

OcuHub LLC

9980 Huennekens Street

San Diego, CA 92121

Attention: President

1. Exercise of Option . Effective as of today, ___________, _____, the undersigned (“ Optionee ”) hereby elects to exercise Optionee’s option to purchase _________ Units (the “ Units ”) of OcuHub LLC (the “ Company ”) under and pursuant to the 2015 Equity Incentive Plan (the “ Plan ”) and the Unit Option Agreement dated ________,_______ (the “ Option Agreement ”).

2. Delivery of Payment . Optionee herewith delivers to the Company the full purchase price of the Units, as set forth in the Agreement, and any and all withholding taxes due in connection with the exercise of the Option.

3. Representations of Optionee; Joinder to LLC Agreement . Optionee acknowledges that Optionee has received, read and understood the Plan, the LLC Agreement and the Option Agreement and agrees to abide by and be bound by their terms and conditions. Without limiting the foregoing, the Optionee hereby agrees to be bound by and subject to all of the terms and conditions of the LLC Agreement as a “Member” of the Company.

4. Rights as Member . Until the issuance of the Units (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote (as applicable) or receive distributions or allocations of profits or losses or any other rights as a Member shall exist with respect to the Units, notwithstanding the exercise of the Option. The Units shall be issued to the Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 13 of the Plan.

5. Company’s Right of First Refusal . In addition to any limitations set forth in the LLC Agreement, before any Units held by Optionee or any transferee (either being sometimes referred to herein as the “ Holder ”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Units on the terms and conditions set forth in this Section (the “ Right of First Refusal ”).

(a) Notice of Proposed Transfer . The Holder of the Units shall deliver to the Company a written notice (the “ Notice ”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Units; (ii) the name of each proposed purchaser or other transferee (“ Proposed Transferee ”); (iii) the number of Units to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Units (the “ Offered Price ”), and the Holder shall offer the Units at the Offered Price to the Company or its assignee(s).

(b) Exercise of Right of First Refusal . At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Units proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

(c) Purchase Price . The purchase price (“ Purchase Price ”) for the Units purchased by the Company or its assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.

(d) Payment . Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(e) Holder’s Right to Transfer . If all of the Units proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Units to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Units in the hands of such Proposed Transferee. If the Units described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Units held by the Holder may be sold or otherwise transferred.

(f) Exception for Certain Family Transfers . Anything to the contrary contained in this Section 5 notwithstanding, the transfer of any or all of the Units during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of this Section 5. “ Immediate Family ” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Units so transferred subject to the provisions of this Section 5, and there shall be no further transfer of such Units except in accordance with the terms of this Section 5.

(g) Termination of Right of First Refusal . The Right of First Refusal shall terminate as to any Units upon the earlier of (i) the first sale of Company common stock to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended, (ii) a Change of Control Event in which the successor corporation has equity securities that are publicly traded, or (iii) such other date as may be provided by the terms of the LLC Agreement.

6. Tax Consultation . Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Units. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Units and that Optionee is not relying on the Company for any tax advice.

7. Restrictive Legends and Stop-Transfer Orders .

(a) Legends . Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) (if applicable) evidencing ownership of the Units together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ ACT ”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE UNITS, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE UNITS.

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE UNITS AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(b) Stop-Transfer Notices . Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer . The Company shall not be required (i) to transfer on its books any Units that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Units or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Units shall have been so transferred.

8. Successors and Assigns . The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.

9. Interpretation . Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.

10. Governing Law; Severability . This Exercise Notice is governed by the laws of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice will continue in full force and effect.

11. Entire Agreement . The Plan, LLC Agreement, and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the LLC Agreement, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee.

In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following:

(a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”).

(b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities (if applicable) will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws.

(c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction,” transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event.

EXHIBIT C

COUNTERPART SIGNATURE PAGE

OCUHUB LLC

OPERATING AGREEMENT

Instrument of Adherence

The undersigned hereby joins in and agrees to be bound by all the terms and provisions of the Limited Liability Company Agreement of OcuHub LLC, as in effect from time to time, and shall for all purposes be deemed to be a Member thereunder.

Executed on this __ day of __________, 20__.

Exhibit 10.24

OCUHUB LLC

2015 EQUITY INCENTIVE PLAN

NOTICE OF PROFITS INTEREST GRANT

You have been granted Units (as defined in the LLC Agreement) intended to be treated as Profits Interests of OcuHub LLC (the “ Company ”) as consideration for the provision of services to or for the benefit of the Company pursuant to the terms of the attached Profits Interest Grant Agreement. The principal terms of the grant are as follows:

By your signature and the signature of the Company’s representative on the Profits Interest Grant Agreement, you and the Company agree that the Profits Interests are granted under and governed by the terms and conditions of your particular Profits Interest Grant Agreement, the OcuHub LLC 2015 Equity Incentive Plan and the Company’s limited liability company agreement, as amended, modified and/or restated from time to time (the “ LLC Agreement ”), each of which are attached to and made a part of this document.

THE PROFITS INTERESTS GRANTED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THE PARTICIPANT HEREBY AGREES THAT ALL PROFITS INTERESTS GRANTED PURSUANT TO THIS AGREEMENT SHALL BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT.

OCUHUB LLC

2015 EQUITY INCENTIVE PLAN:

PROFITS INTEREST GRANT AGREEMENT

THIS PROFITS INTEREST GRANT AGREEMENT (the “ Agreement ”) is entered into as of October 1, 2015, by OcuHub LLC, a Delaware limited liability company (the “ Company ”) and Elias Vamvakas (the “ Participant ”).

SECTION 1. Grant of Profits Interests .

(a) Profits Interests . On the terms and conditions set forth in the Notice of Profits Interest Grant and this Agreement, the Company grants to the Participant on the Date of Grant the number of Common Units as Profits Interests (the “ Profits Interests ”) set forth in the Notice of Profits Interest Grant. The Profits Interests granted under this Agreement are intended to meet the definition of a “profits interest” in I.R.S. Revenue Procedure 93-27 and with I.R.S. Revenue Procedure 2001-43. Accordingly, at the time the Profits Interests are granted, such Profits Interests will not give the Participant a share of the proceeds if the Company’s assets were sold at fair market value and the proceeds of such disposition were distributed in complete liquidation of the Company, but give the holder a right to share in the appreciation in the value of the Company from the date of receipt forward.

(b) Profits Interest Threshold . The Profits Interest Threshold applicable to the Profits Interests shall be the amount set forth in the Notice of Profits Interest Grant.

(c) Member of the Company . Upon the Date of Grant set forth in the Notice of Profits Interest Grant, to the extent that the Participant is not already a Member of the Company, the Participant shall be admitted as a Member of the Company, subject to the terms of the LLC Agreement. Participant will execute and deliver a counterpart signature page to the LLC Agreement in connection herewith.

(d) Plan and LLC Agreement . The Profits Interests are granted pursuant to the Plan and pursuant to the LLC Agreement, a copy of each of which the Participant acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. In the event of any conflict between the terms of the Plan and this Agreement, the Plan shall prevail. As a condition of grant of the Profits Interests and upon signing this Agreement, the Participant shall become a party to the LLC Agreement for all purposes. The Participant acknowledges that he or she (i) has read the LLC Agreement, the Plan and this Agreement, (ii) accepts and agrees to be bound by the terms of the LLC Agreement, the Plan and this Agreement, and (iii) assumes all of the rights and obligations of a Member of the Company. Schedule A of the LLC Agreement shall be amended to reflect (i) the grant of Profits Interests to the Participant under this Agreement and (ii) any forfeiture of Profits Interests by the Participant.

(e) Withholding Taxes . The Participant shall make such arrangements as the Company may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the grant of Profits Interests under this Agreement or distributions with respect to such Profits Interests. The Participant also shall make such arrangements as the Company may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of the Profits Interests.

(f) Form W-9 . If requested by the Company, the Participant shall deliver to the Company a completed Substitute Form W-9. A Substitute Form W-9 is attached to this Agreement as Exhibit I .

(g) Defined Terms . Unless otherwise defined herein (including in Section 13 of this Agreement), the terms defined in the Plan shall have the same defined meanings in this Agreement.

SECTION 2. Forfeiture of Profits Interests .

(a) Surrender . Until the Profits Interests vest in accordance with Subsection (b) below, all non-vested Profits Interests shall be “ Restricted Interests .” Upon the termination of Service of the Participant, the Participant’s Restricted Interests shall be surrendered to the Company without payment or consideration therefor. The Company, however, may elect, in its sole and absolute discretion (and without any obligation whatsoever) to allow the Participant to retain all or a portion of the Restricted Interests.

(b) Vesting . The Profits Interests shall vest and shall become “Vested Interests” as provided in the Vesting Schedule of the Notice of Profits Interest Grant.

(c) Escrow . Upon issuance, the certificate(s) (if any) for Restricted Units shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any additional or exchanged securities or other property described in Subsection (f) below shall immediately be delivered to the Company to be held in escrow. All ordinary cash distributions on Restricted Interests (or on other securities held in escrow) shall be paid directly to the Participant and shall not be held in escrow. Restricted Interests, together with any other assets held in escrow under this Agreement, shall be (i) surrendered to the Company upon forfeiture of such Restricted Interests or (ii) released to the Participant upon his or her request to the extent that the Profits Interests have become Vested Interests (but not more frequently than once every six months). In any event, all Vested Interests, together with any other vested assets held in escrow under this Agreement, shall be released within ninety (90) days after the earlier of (i) the termination of the Participant’s Service or (ii) the Vesting of all of the Profits Interests.

(d) Distributions . The Participant will receive distributions (i.e., payments from the Company) in respect of the Profits Interests at such times and in such amounts as will be determined by the Company in its sole and absolute discretion and in accordance with the LLC Agreement.

(e) Termination of Rights as to Forfeited Restricted Interests . The Participant shall have no rights with respect to any Restricted Interests that are forfeited to the Company. Such Restricted Interests shall be deemed to have been forfeited pursuant to this Section 2, whether or not the certificate(s) (if any) for such Restricted Interests have been delivered to the Company and whether or not the Company takes any action.

(f) Additional or Exchanged Securities and Property . In the event that any recapitalization, reorganization, merger, split-up, spin-off, subdivision or combination of Units, repurchase, or exchange of Units or other securities of the Company, or other change in the capital structure of the Company affecting the Units occurs, appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Restricted Interests. Any Restricted Interests shall immediately be subject to the same vesting provisions that were applicable to such Restricted Interests prior to the adjustment described in this Subsection (f).

SECTION 3. No Registration Rights . The Company may, but shall not be obligated to, register or qualify the sale of Profits Interests under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Profits Interests under this Agreement to comply with any law.

SECTION 4. Restrictions On Transfer .

(a) Transfer of Profits Interests . The Participant shall not sell, pledge, assign, hypothecate, or otherwise transfer any Profits Interests without the Company’s written consent.

(b) LLC Agreement . Profits Interests granted under this Agreement shall be subject to the further transfer provisions of the LLC Agreement.

(c) Market Stand-Off .

(i) Neither the Participant nor any holder of the Profits Interests acquired under this Agreement (either, a “ Holder ”) shall sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Profits Interests acquired under this Agreement (or other equity securities of the Successor Entity) held by such Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the Company’s Initial Public Offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The obligations described in this Section 4(c) shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with appropriate legends with respect to the Company Securities (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with such underwriters in customary form consistent with the provisions of this Section 4(c).

(ii) The Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company, the Successor Entity or the underwriter which are consistent with Subsection (c)(i) or which are necessary to give further effect thereto. In addition, if requested by the Company, the Successor Entity or the representative of the underwriters of Profits Interests (or other securities) of the Company or the Successor Entity, the Participant shall provide, within ten (10) days of such request, such information as may be required by the Company, the Successor Entity or such representative in connection with the completion of any public offering of the Company’s or the Successor Entity’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Subsection (c) shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future.

(d) Securities Law Restrictions . Regardless of whether the offering and issuance of Profits Interests under this Agreement have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of the Profits Interests (including the placement of appropriate legends on Profit Interests certificates or the imposition of stop transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other law.

(e) Participant Representations . In connection with the issuance and acquisition of the under this Agreement, the Participant represents and warrants to the Company as follows:

(i) The Participant is acquiring and will hold the Profits Interests for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.

(ii) The Participant understands that the Profits Interests have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Profits Interests must be held indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Participant further acknowledges and understands that the Company is under no obligation to register the Profits Interests.

(iii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three month period not exceeding specified limitations. The Participant acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.

(iv) The Participant will not sell, transfer or otherwise dispose of the Profits Interests in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that he or she will not dispose of the Profits Interests unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Profits Interests and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Profits Interests under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Profits Interests under the securities laws or regulations of any State.

(v) The Participant has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Profits Interests, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Profits Interests.

(vi) The Participant is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or her financial condition, to hold the Profits Interests for an indefinite period and to suffer a complete loss of his or her investment in the Profits Interests.

(f) Rights of the Company . The Company shall not be required to (i) transfer on its books any Profits Interests that have been sold or transferred in contravention of this Agreement or the LLC Agreement or (ii) treat as a Member of the Company or as the owner of Profits Interests, or otherwise to accord voting, distribution or liquidation rights to, any transferee to whom Profits Interests have been transferred in contravention of this Agreement or the LLC Agreement.

(g) Administration . Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 4 shall be conclusive and binding on the Participant and all other persons.

SECTION 5. Adjustment of Profits Interests . In the event of any transaction described in Section 13(a) of the Plan, the number and class of Units granted as Profits Interests under this Agreement shall be adjusted as set forth in Section 13(a) of the Plan. In the event of a Dissolution, this Profits Interest Award shall be subject to the agreement governing the Dissolution (subject to Section 13(b) of the Plan) and the LLC Agreement.

SECTION 6. Successors And Assigns . Except as otherwise expressly provided to the contrary, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and be binding upon the Participant and the Participant’s legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person has become a party to this Agreement or the LLC Agreement or has agreed in writing to join herein and to be bound by the terms, conditions and restrictions hereof or of the LLC Agreement.

SECTION 7. No Retention Rights . Nothing in this Agreement shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

SECTION 8. Tax Election . The acquisition of the Profits Interests may result in adverse tax consequences that may be avoided or mitigated by filing an election under Code Section 83(b). Such election may be filed only within thirty (30) days after the date of grant. The form for making the Code Section 83(b) election is attached to this Agreement as Exhibit II . The Participant should consult with his or her tax advisor to determine the tax consequences of acquiring the Profits Interests and the advantages and disadvantages of filing the Code Section 83(b) election. The Participant acknowledges that it is his or her sole responsibility, and not the Company’s, to file a timely election under Code Section 83(b), even if the Participant requests the Company or its representatives to make this filing on his or her behalf.

SECTION 9. Legends . All certificates (if any) evidencing Profits Interests shall bear the following legends:

“THE INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. SUCH INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED IN THE ABSENCE OF EFFECTIVE REGISTRATION STATEMENTS COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO ONE OR MORE EXEMPTIONS UNDER THE SECURITIES ACT AND/OR STATE LAW.

THE INTERESTS REPRESENTED HEREBY ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND OTHER OBLIGATIONS CONTAINED IN A LIMITED LIABILITY COMPANY AGREEMENT AND A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE INTERESTS (OR THE PREDECESSOR IN INTEREST TO THE INTERESTS), A COPY OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE FURNISHED WITHOUT COST TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

If required by the authorities of any state in connection with the issuance of the Profits Interests, the legend or legends required by such state authorities shall also be endorsed on all such certificates.

SECTION 10. Notice . Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company in accordance with this Section 10.

SECTION 11. Entire Agreement . The Notice of Profits Interest Grant, this Agreement, the Plan, and the LLC Agreement constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

SECTION 12. Choice of Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

SECTION 13. Definitions . Capitalized terms used in this Agreement without definition shall have the meanings given to them in the LLC Agreement. As used in this Agreement:

(a) “ Date of Grant ” shall mean the date specified in the Notice of Profits Interest Grant, which date shall be the later of (i) the date on which the Board resolved to grant the Profits Interests or (ii) the first day of the Participant’s Service.

(b) “ Notice of Profits Interest Grant ” shall mean the document so entitled to which this Agreement is attached.

(c) “ Restricted Interests ” shall mean Profits Interests granted under this Agreement that are not Vested Interests.

(d) “ Service ” shall mean service as an Employee, Director, Member or Consultant.

(e) “ Successor Entity ” means the Company’s successor in a Conversion or otherwise.

(f) “ Vest ” shall mean the times when Profits Interests cease to be subject to forfeiture to the Company in accordance with Section 2 of this Agreement and the Vesting Schedule of the Notice of Profits Interest Grant.

(g) “ Vested Interests ” shall mean Profits Interests granted under this Agreement that have vested in accordance with Section 2 of this Agreement and the Vesting Schedule of the Notice of Profits Interest Grant.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

OcuHub LLC

(Signature Page to Profits Interest Grant Agreement)

Exhibit I

Under penalties of perjury, I certify that:

Exhibit II

SECTION 83(b) ELECTION

This statement is made under Section 83(b) of the Internal Revenue Code of 1986, as amended, pursuant to Treasury Regulations Section 1.83-2.

The property is subject to forfeiture under the terms of an agreement between the taxpayer and the Company. The forfeiture restrictions lapse upon the satisfaction of certain conditions contained in such agreement.

Signature of Taxpayer

The deadline for filing this election with the Internal Revenue Service is 30 days after the date of purchase. The election must be filed with the Internal Revenue Service Center where the Participant files his or her federal income tax returns. The filing should be made by registered or certified mail, return receipt requested. The Participant must (a) file a copy of the completed form with his or her federal tax return for the current tax year and (b) deliver an additional copy to the Company.

Exhibit 10.25

AMENDMENT 3 TO TERM LOAN AGREEMENT

THIS AMENDMENT 3, dated as of December 29, 2015 (this “ Amendment ”) is made among TearLab Corporation, a Delaware corporation (“ Borrower ”), the subsidiary guarantors listed on the signature pages hereof under the heading “SUBSIDIARY GUARANTORS” (each a “ Subsidiary Guarantor ” and, collectively, the “ Subsidiary Guarantors ”) and the lenders listed on the signature pages hereof under the heading “LENDERS” (each a “ Lender ” and, collectively, the “ Lenders ”), with respect to the Loan Agreement referred to below.

RECITALS

WHEREAS, the Borrower and the Lenders are parties to a Term Loan Agreement, dated as of March 4, 2015, as amended by the Omnibus Amendment Agreement, dated as of April 2, 2015, and by Amendment 2, dated as of August 6, 2015 (the “ Loan Agreement ”), with the Subsidiary Guarantors from time to time party thereto.

WHEREAS, the parties hereto desire to amend the Loan Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

SECTION 1. Definitions; Interpretation .

(a) Terms Defined in Loan Agreement . All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.

(b) Interpretation . The rules of interpretation set forth in Section 1.03 of the Loan Agreement shall be applicable to this Amendment and are incorporated herein by this reference.

SECTION 2. Amendment . Subject to Section 3 , the Loan Agreement is hereby amended as follows:

(a) Section 10.02(b) of the Loan Agreement is amended and restated in its entirety as follows:

“(b) during the twelve month period beginning on January 1, 2016, of at least $30,000,000;”

SECTION 3. Conditions of Effectiveness . The effectiveness of Section 2 shall be subject to the following conditions precedent:

(a) The Borrower shall have paid or reimbursed Lenders for Lenders’ reasonable out of pocket costs and expenses incurred in connection with this Amendment, including Lenders’ reasonable and documented out of pocket legal fees and costs, pursuant to Section 12.03(a)(i)(z) of the Loan Agreement.

(b) The representations and warranties in Section 4 shall be true in all material respects on the date hereof and on the first date on which the condition set forth in Section 3(a) shall have been satisfied.

SECTION 4. Representations and Warranties; Reaffirmation .

(a) The Borrower hereby represents and warrants to each Lender as follows:

(i) The Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within the Borrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person.

(ii) No Default has occurred or is continuing or will result after giving effect to this Amendment.

(iii) The representations and warranties made by or with respect to the Borrower in Section 7 of the Loan Agreement are true in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.21 of the Loan Agreement or attached hereto), except that such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date.

(iv) There has been no Material Adverse Effect since the date of the Loan Agreement.

(b) The Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

SECTION 5. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .

(a) Governing Law . This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply.

(b) Submission to Jurisdiction . The Borrower agrees that any suit, action or proceeding with respect to this Amendment or any other Loan Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in Houston, Texas or in the courts of its own corporate domicile and irrevocably submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 5 is for the benefit of the Lenders only and, as a result, no Lender shall be prevented from taking proceedings in any other courts with jurisdiction. To the extent allowed by applicable Laws, the Lenders may take concurrent proceedings in any number of jurisdictions.

(c) Waiver of Jury Trial . The Borrower and each Lender hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any suit, action or proceeding arising out of or relating to this Amendment, the other Loan Documents or the transactions contemplated hereby or thereby .

SECTION 6. Miscellaneous .

(a) No Waiver . Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Loan Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended hereby, the Loan Agreement and other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended hereby.

(b) Severability . In case any provision of or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

(c) Headings . Headings and captions used in this Amendment (including the Exhibits, Schedules and Annexes hereto, if any) are included for convenience of reference only and shall not be given any substantive effect.

(d) Integration . This Amendment constitutes a Loan Document and, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

(e) Counterparts . This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart.

(f) Controlling Provisions . In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date first above written.

Exhibit 10.26

EXECUTIVE EMPLOYMENT AGREEMENT

(this “ Agreement ”)

B E T W E E N:

TearLab Corporation, a corporation incorporated under the laws of the State of Delaware

(the “ Corporation ”)

- and -

Elias Vamvakas, an individual residing in the City/Town of Toronto, in the Province of Ontario

(the “ Executive ”)

WHEREAS the Executive is currently employed with the Corporation in an executive capacity and has extensive access to the customers, suppliers, distribution processes and other unique and valuable confidential information and trade secrets of the Corporation;

AND WHEREAS the Corporation and the Executive desire to enter into a written employment agreement to confirm in writing the rights and obligations of each of them in respect of the Executive’s employment with the Corporation;

NOW THEREFORE in consideration of the above, the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Corporation and the Executive agree as follows.

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* * * * *

IN WITNESS WHEREOF this executive employment agreement has been executed by the Corporation and the Executive on the dates below.