Exhibit 10.1

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED TO BE SO TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

SECURITIES PURCHASE & EXCHANGE AGREEMENT

This SECURITIES PURCHASE & EXCHANGE AGREEMENT (this “ Agreement ”) is entered into as of December 10, 2018 between Richard S. Ressler, an individual or his assignee (“ Buyer ”), Presbia USA, Inc., a Delaware corporation (“ Presbia USA ”), and Presbia PLC, an Irish incorporated public limited company (“ Presbia PLC ” and with Presbia USA, the “ Companies ” and individually, a “ Company ” and, together with Buyer, the “ Parties ” and individually, a “ Party ”).

RECITALS

A. The amended and restated memorandum and articles of association of Presbia PLC dated 3 August 2017 were filed with the Registrar of Companies in Ireland on September 5, 2017 (the “ Constitution ”).

B. Presbia PLC has an authorized share capital of US$400,000 and €40,000 divided into 350,000,000 ordinary shares of US$0.001 each (the “ Ordinary Shares ”), 50,000,000 preferred shares of US$0.001 each (the “ Preferred Shares ”) and 40,000 deferred ordinary shares of €1.00 each.

C. The amended and restated certificate of incorporation of Presbia USA (the “ Certificate ”) was filed in the office of the Delaware Secretary of State on April 13, 2018.

D. Presbia USA has 13,000 shares of stock authorized in its Certificate divided into 5,000 shares of common stock each with a par value of US$0.01 per share (the “ USA Common Stock ”) and 8,000 shares of Preferred Stock each with a par value of US$0.01 per share (the “ USA Old Preferred Shares ”).  

E. The parties acknowledge that Buyer and/or his affiliates own approximately 60% of the issued and outstanding shares of the Ordinary Shares of Presbia PLC.  Presbia PLC owns directly (following completion of the corporate reorganization implemented pursuant to the Share Exchange and Contribution Agreement attached as Exhibit F hereto pursuant to Section 2.2(h) hereof) all of the issued and outstanding shares of USA Common Stock.  Pursuant to the Stock Purchase Agreement dated April 12, 2018, (i) Buyer had purchased, and Presbia PLC had issued to Buyer, an aggregate of 100 shares of Preferred Stock of Presbia PLC (the “ PLC Old Preferred Shares ”) for aggregate proceeds of US$100,000 (the “ PLC Old Preferred Shares

Proceeds ”), and (ii) Buyer had purchased, and Presbia USA had issued to Buyer, an aggregate of 4,900 USA Old Preferred Shares.

F. Buyer desires to invest in (i) Presbia USA by providing a US$3,500,000 secured loan to Presbia USA, (ii) Presbia PLC by purchasing 100 newly-designated Preferred Shares in Presbia PLC (as such newly-designated Preferred Shares are authorized pursuant to the Subscription Letter in the manner described in this Agreement, the “ PLC New Preferred Shares ”), with the proceeds of the PLC New Preferred Shares being applied to redeem and cancel all 100 of the PLC Old Preferred Shares, (iii) Presbia PLC by acquiring warrants to purchase Ordinary Shares of Presbia PLC, and (iv) Presbia USA by exchanging all 4,900 of Buyer’s USA Old Preferred Shares for 5,239 shares of a newly-designated class of preferred shares in Presbia USA (as such newly-designated preferred shares are authorized pursuant to the Restated Certificate in the manner described in this Agreement, the “ USA New Preferred Shares ”), on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties herein contained, the Parties hereby agree as follows:

AGREEMENT

1. LOAN, SECURITIES TRANSACTIONS & CLOSING .

1.1 Presbia USA Loan; Share Purchases, Redemptions & Exchanges; Warrants .

1.1.1 Presbia USA Loan .  Upon and subject to the terms and conditions set forth in this Agreement, at the Closing (as hereinafter defined), Buyer shall provide and fund to Presbia USA a secured loan in the principal amount of US$3,500,000 (the “ Presbia USA Loan ”), on the terms set out in the loan agreement (the “ Loan Agreement ”) to be entered into by Buyer and Presbia USA in the form of Exhibit A .

1.1.2 Presbia PLC Shares .  Upon and subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall also subscribe for and Presbia PLC shall allot and issue to Buyer, for aggregate proceeds of US$100,000 (the “ PLC New Preferred Shares Proceeds ”), 100 PLC New Preferred Shares of Presbia PLC with the rights set out in the subscription letter (the “ Subscription Letter ”) to be entered into by Buyer and Presbia PLC in the form of Exhibit B .  Buyer consents to its name being entered in the register of members of Presbia PLC in respect of the PLC New Preferred Shares to be subscribed by it (or its nominee) and agrees that it will take such shares with the benefit of the rights and subject to the restrictions set out in the Subscription Letter and/or Constitution.  Upon the effectiveness of the Closing, without any further action by any Party, all of the PLC Old Preferred Shares shall be redeemed out of the proceeds of the PLC New Preferred Shares Proceeds, for an amount equal to the PLC Old Preferred Shares Proceeds (being the “ PLC Redemption Price ”), and cancelled in accordance with the terms of issue of the PLC Old Preferred Shares, the Constitution and sections 105(2)(b) and 106 of the Companies Act of Ireland, as amended.  Buyer agrees that the PLC Redemption Price represents satisfaction in full of all obligations of Presbia PLC in respect of the PLC Old Preferred Shares, and waives compliance with any notice or other procedures specified

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in the instruments governing the PLC Old Preferred Shares or otherwise in connection with such redemption and cancellation.

1.1.3 Presbia PLC Warrants .  Presbia PLC shall also, at the Closing, issue to Buyer warrants in the form of Exhibit C attached hereto (the “ Warrants ”) to purchase 14,731,667 Ordinary Shares of Presbia PLC (the “ Warrant Shares ”), at a price of US$0.60 per Ordinary Share.

1.1.4 Presbia USA Preferred Stock .  Upon and subject to the terms and conditions set forth in this Agreement, effective as of the Closing, Buyer shall exchange all 4,900 of the USA Old Preferred Shares for 5,239 USA New Preferred Shares with the rights set out in the amended and restated certificate of incorporation to be executed by Presbia USA and filed in the office of the Delaware Secretary of State (the “ Restated Certificate ”) in the form of Exhibit D attached hereto.  Buyer consents to its name being entered in the stock registry of Presbia USA in respect of the USA New Preferred Shares to be subscribed by it (or its nominee) and agrees that it will take such shares with the benefit of the rights and subject to the restrictions set out in the Restated Certificate.  Upon the effectiveness of the Closing, without any further action by any Party, the USA Old Preferred Shares shall be exchanged for (and automatically converted into) the USA New Preferred Shares and the designations for the USA Old Preferred Shares shall be eliminated from the Certificate, as provided in the Restated Certificate. Buyer agrees that the delivery of the USA New Preferred Shares pursuant to this Section 1.1.4 (in exchange for the USA Old Preferred Shares, which are being surrendered and cancelled pursuant to this Agreement) represents satisfaction in full of all obligations of Presbia USA in respect of the USA Old Preferred Shares, and Buyer unconditionally and irrevocably waives any and all rights, claims or interests in respect of the USA Old Preferred Shares so exchanged, surrendered and cancelled, whether arising from the Certificate or otherwise.

1.2 Flow of Funds .  The aggregate cash amount to be paid by Buyer at Closing hereunder consists of US$3,500,000 representing the funding of the principal amount of the Presbia USA Loan (the “ Presbia USA Loan Amount ”).  Buyer shall pay to Presbia USA the Presbia USA Loan Amount at the Closing on the Closing Date in immediately available funds.  The US$100,000 purchase price to be paid by Buyer to purchase the PLC New Preferred Shares shall be set off against the US$100,000 to be paid by Presbia PLC in respect of the redemption and cancellation of the PLC Old Preferred Shares.  In connection with Buyer’s surrender of his USA Old Preferred Shares to Presbia USA in exchange for the USA New Preferred Shares, no additional cash payment or other consideration shall be required in respect of such exchange.  No additional cash payment or other consideration shall be required with respect to issuance of the Warrants.

1.3 Conversion Mechanism .  To the extent permitted by applicable law (including laws in respect of creditors’ rights), Buyer shall have the option to convert all or part of the accrued value of the USA New Preferred Shares into a secured loan to Presbia USA on terms substantially similar to the Presbia USA Loan issued pursuant to Section 1.1.1 of this Agreement.  The accrued value of such USA New Preferred Shares shall be equal to the sum of the Original Issue Price (as defined in the Restated Certificate) paid for such shares and the accrued but unpaid dividend on such shares that would be payable if a Liquidation Event (as defined in the Restated Certificate) had occurred and the proceeds distributed to Buyer as of the date of the conversion pursuant to this Section 1.3.

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2. CLOSING .

2.1 Closing .  The consummation of the funding of the Presbia USA Loan, the purchase and sale of the PLC New Preferred Shares, the redemption and cancellation of the PLC Old Preferred Shares, the exchange of the USA Old Preferred Shares for the USA New Preferred Shares, and the issuance of the Warrants, in each case as provided for in this Agreement (the “ Closing ”), shall take place at the offices of Buyer at 1:00 p.m. on the date hereof, or at such other place, time or date as the Parties may agree (the “ Closing Date ”).  The PLC New Preferred Shares and the USA New Preferred Shares are sometimes referred to as the “ Shares .” For this, and all other purposes of this Agreement, time shall be considered of the essence.

2.2 Closing Deliveries .  At the Closing:

2.2.1 Presbia PLC and/or Presbia USA, as applicable, shall deliver, or cause to be delivered, to Buyer the following documents (each, a “ Company’s Closing Document ”):

(a) the Loan Agreement in respect of the Presbia USA Loan executed by Presbia USA;

(b) the security documents including a Guaranty (the “ Loan Guaranty ”) in respect of the Presbia USA Loan in such form as mutually agreed between the Parties (collectively, including the Loan Guaranty, the “ Security Documents ”), executed by the party or parties thereto;

(c) a share certificate executed by Presbia PLC in the name of Buyer in respect of the PLC New Preferred Shares;

(d) a share certificate executed by Presbia USA in the name of Buyer in respect of the USA New Preferred Shares;

(e) the Restated Certificate, fully executed and ready for filing with the Delaware Secretary of State;

(f) the Warrants;

(g) a guaranty in respect of the USA New Preferred Shares in the form of Exhibit E (the “ Preferred Stock Guaranty ”), fully executed by Presbia PLC;

(h) the Share Exchange and Contribution Agreement in the form of Exhibit F (the “ Share Exchange and Contribution Agreement ”), executed by each of Presbia PLC, Presbia Ireland, Limited and Presbia USA;

(i) a certificate executed by the secretary of Presbia PLC containing a resolution of Presbia PLC’s board of directors authorizing the execution of this Agreement and all instruments to be executed by Presbia PLC in connection with the transactions

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contemplated by this Agreement and confirming the names of all officers and directors of Presbia PLC;

(j) a certificate executed by the secretary of Presbia USA containing a resolution of Presbia USA’s board of directors authorizing the execution of this Agreement and all instruments to be executed by Presbia USA in connection with the transactions contemplated by this Agreement and confirming the names of all officers and directors of Presbia USA;

(k) a letter of status in respect of Presbia PLC from the Irish Companies Registration Office dated as of a date within thirty (30) days of the Closing Date; and

(l) a certificate of good standing of Presbia USA issued by the Delaware Secretary of State no more than thirty (30) days prior to the Closing.

2.2.2 Presbia USA shall deliver, or cause to be delivered, to Buyer the following documents (collectively, the “ Company’s Closing Documents ”):

2.2.3 Buyer shall deliver or cause to be delivered to the Companies the following deliveries and documents (collectively, the “ Buyer’s Closing Documents ”):

(a) the Presbia USA Loan Amount by wire transfer of immediately available funds to the account specified by Presbia USA;

(b) the Loan Agreement and the Security Documents executed by Buyer;

(c) the certificates representing the PLC Old Preferred Shares and the USA Old Preferred Shares (to the extent, in each case, certificates were previously issued in respect of such shares), in each case duly endorsed and accompanied by such other duly executed documents as requested by the Companies in connection with the redemption (in the case of the PLC Old Preferred Shares) or exchange (in the case of the USA Old Preferred Shares) and cancellation of such shares; and

(d) a certificate executed by the Secretary or other authorized officer of Buyer certifying the accuracy of the respective representations and warranties of Buyer herein at and as of the Closing Date and that Buyer has performed and complied with all covenants and conditions required to be performed or complied with hereunder prior to or at the Closing.

2.2.4 Each of the Parties shall take any and all further lawful actions and deliver to the other or file such other documents, instruments, certificates, and opinions as may be required by this Agreement or applicable law or as otherwise necessary to consummate the transactions contemplated by this Agreement (collectively, the “ Transactions ”).

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3. REPRESENTATIONS AND WARRANTIES OF PRESBIA PLC .  The Companies hereby jointly and severally represent and warrant to Buyer as of the date hereof:

3.1 Incorporation and Existence .

3.1.1 Presbia PLC is a company duly incorporated and validly existing under the laws of Ireland.  Presbia PLC has the legal right and full power and authority to carry on its business and activities as currently being carried on.

3.1.2 Presbia PLC and each of its subsidiaries (including without limitation Presbia USA) are in good standing (where such concept is recognized in any applicable jurisdiction) as a foreign corporation in all jurisdictions required to carry on such entity’s business, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in:  (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of Presbia PLC and the subsidiaries, taken as a whole, or (iii) a material adverse effect on Presbia PLC’s ability to perform in any material respect on a timely basis its obligations under this Agreement (any of (i), (ii) or (iii), a “ Material Adverse Effect ”).

3.1.3 Presbia PLC has delivered to Buyer a copy of Company’s Constitution, as currently in effect (the “ PLC Organizational Documents ”).

3.1.4 Presbia USA is a company duly incorporated and validly existing under the laws of the state of Delaware and is qualified to do business in the state of California.  Presbia USA has the legal right and full power and authority to carry on its business and activities as currently being carried on.

3.1.5 Presbia USA has delivered to Buyer a copy of Company’s Certificate, as currently in effect (the “ USA Organizational Documents ” and together with the PLC Organizational Documents, the “ Organizational Documents ”).

3.2 Authority; No Conflict .

3.2.1 Each of this Agreement and each Company’s Closing Documents constitute the legal, valid and binding obligation of the Companies, enforceable against the Companies in accordance with their terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, moratorium, fraudulent conveyance laws and other claims affecting creditors generally and (ii) as such enforceability may be limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.  Each Company has the right, power, authority and capacity to execute and deliver each of this Agreement and such Company’s Closing Documents to which it is a party, and to perform its obligations hereunder and thereunder.  The execution and delivery by each Company of this Agreement and such Company’s Closing Documents, and the consummation of the Transactions have been authorized by all necessary corporate action on the part of such Company.  This Agreement has been duly executed and delivered by the parties thereto (other than Buyer).

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3.2.2 Neither the execution and delivery of this Agreement, any of each Company’s Closing Documents, nor the consummation or performance of any of the Transactions by Presbia PLC will, directly or indirectly:

(a) (A) violate or conflict with any provision of the Organizational Documents of either Company; (B) result in (with or without notice or lapse of time) a violation or breach of, or conflict with or constitute a default or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or require notice under, any agreement, promissory note, lease, instrument or arrangement to which either Company, or any of the assets of either Company is bound or result in the creation of any liens, mortgages, pledges, deeds of trust, security interests, options, rights of first refusal, charge, encumbrance or other adverse claim or interest of any kind (collectively, the “ Liens ”) upon either Company or any of the assets of either Company; (C) violate any order, writ, judgment, injunction, ruling, award or decree of any federal, state, local or foreign government, court, arbitrator, administrative agency or commissioner, or other governmental authority or instrumentality (“ Governmental Entity ”); (D) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation that relates to either Company, or any of the assets of either Company; or (E) result in cancellation, modification, revocation or suspension of any permits, licenses, registrations, consents, approvals, authorizations or certificates issued or granted by any Governmental Entity which are held by or granted to either Company or which are necessary for the conduct of the Business, except in the case of each of clauses (B), (C), (D) and (E), such as could not have or reasonably be expected to result in a Material Adverse Effect.; or

(b) Neither Company is required to give any notice to or obtain any approval, consent, ratification, waiver or other authorization from any person or entity (including, without limitation, any Governmental Entity) in connection with (i) the execution and delivery of this Agreement or any of each Company’s Closing Documents, or (ii) the consummation or performance of any of the Transactions, other than:  (i) application(s) to the applicable trading market for the listing of the Warrant Shares for trading thereon in the time and manner required thereby, and (ii) such filings as are required to be made under applicable state securities laws (collectively, the “ Required Approvals ”).

3.3 Known Liabilities .  Except as disclosed in Presbia PLC’s filings with SEC or as otherwise disclosed in writing to Buyer, neither Company has any material liabilities, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether due or to become due (“ Liabilities ”).

3.4 Books and Records .  The General Ledger for the calendar years 2016 and 2017, and the minute books and statutory books of each Company, all of which have been made available to Buyer, are complete as to all material items, and no meeting of any shareholders, board of directors, or committee has been held for which minutes have not been prepared and are not contained in such minute books.

3.5 Title to Properties; Liens .  Neither Company owns any fee interest in any real property, facility, building, plant, factory, office warehouse or other real property or improvement (collectively, “ Real Property ”).

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3.6 Orders; Legal Proceedings .  Except as may have been disclosed in writing to Buyer, there are no outstanding orders, judgments, injunctions, writs, consents, awards, decrees or other judicial mandates of any Governmental entity against or involving either Company.

3.7 Taxes .  Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, each Company has duly filed all tax reports and returns required to be filed by it and has duly paid all taxes and other charges due or claimed to be due from it by federal, state, local or foreign taxing authorities (including, without limitation, those due in respect of the properties, income, franchises, licenses, sales or payrolls of such Company) (“ Taxes ”), or if not, the reserves, if any, for Taxes reflected in the Closing Date Balance Sheet are adequate to cover such unpaid Taxes.  All tax returns filed by each Company are true, correct and complete in all material respects.  All taxes that each Company is or was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper governmental body or other person.  There is no claim, audit, action, suit, proceeding or investigation with respect to taxes in any material amount due or claimed to be due from each Company or any tax return filed or required to be filed by either Company pending or threatened against or with respect to such Company.

3.8 Employee Benefits .  Except as disclosed in Presbia PLC’s filings with the SEC or in writing to Buyer, each Company does not have and none of its current or former employees are covered by, any bonus, deferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option or any other fringe benefit plan, arrangement or practice, other than standard health benefits, or any other employee benefit plan, as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), whether formal or informal.  Neither Company has any commitment to create any retirement, pension or compensation plan, arrangement or practice.  The requirements of section 4980B of the Internal Revenue Code of 1986, as amended (the “ Code ”), and Part 6 of Subtitle B of Title I of ERISA have been satisfied with respect to each Company Plan.

3.9 Change of Control Payments .  Neither the execution and delivery of this Agreement or any of each Company’s Closing Documents nor the consummation of the Transactions will result in any payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any officer, director, independent contractor, consultant, agent or employee of either Company.

3.10 Litigation .  Except as otherwise disclosed in writing to Buyer, there is no suit, action or proceeding pending, threatened or appealable against either Company before any court, arbitrator, or before any governmental department, commission, board, agency, or instrumentality that could reasonably be expected to have a material adverse effect, and neither Company has received any written notice that any such suit, action or proceeding is threatened.  Neither Company is subject to any judgment, order or decree of any court, arbitrator, or Governmental Entity.

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3.11 Intellectual Property .

3.11.1 Each Company has provided to Buyer access to or copies of a true and complete list of (i) all Intellectual Property Rights that are registered, filed, or issued under the authority of any Governmental Entity, including all patents, registrations for trade names, logos, trademarks, or service marks, registrations for copyright, internet domain names, and all applications of the foregoing, in which either Company has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person, or otherwise) (collectively herein, “ Registered IP ”); (ii) the jurisdiction in which such item of Registered IP has been registered or filed and the applicable registration or serial number; and (iii) any other Person that has an ownership interest in such item of Registered IP and the nature of such ownership interest.  True and complete copies of all applications, and all correspondence to and from the relevant Governmental Entity and each Company in the possession of each Company that, to the Knowledge or each Company, materially and adversely affect the scope, registerability or validity of the subject Registered IP, and official actions taken by the relevant Governmental Entity related to each such item of Registered IP have been made available to Buyer.

3.11.2 Copies of written agreements in the possession of either Company pursuant to which software, technology, content, patents, trademarks, or other materials (other than off ‑ the ‑ shelf software), that are licensed to either Company and are material to the business of either Company have been made available to Buyer.

3.11.3 Neither Company is bound by, and no Company IP is subject to, any contract containing any covenant or other provision that in any way limits or restricts the ability of either Company to use, exploit, assert, or enforce any Company IP anywhere in the world.

3.11.4 The Companies and, to the Companies’ Knowledge, all third parties are in compliance in all material respects with each contract involving Intellectual Property Rights.  No event has occurred which with notice or lapse of time would constitute a material breach or default or permit termination, modification or acceleration under any such contract.

(a) Each Company exclusively owns all right, title, and interest to and in such Company’s IP (other than Intellectual Property Rights exclusively licensed to such Company, free and clear of any Liens (other than Permitted Liens).

(b) To either Company’s Knowledge (limited to the knowledge of the chief executive officer and vice presidents of each Company), no Person is currently infringing, misappropriating, or otherwise violating, in any material respect any of its IP.  To each Company’s Knowledge, there is no pending actual, alleged, or suspected infringement or misappropriation of any of its Company IP.

(c) Neither Company has infringed or misappropriated and is not currently infringing (directly, contributorily, by inducement, or otherwise) or misappropriating any Intellectual Property Right of any other Person in any material respect.

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(d) As used herein:

“ Intellectual Property ” means and includes all algorithms, apparatus, databases and data collections, diagrams, inventions (whether or not patentable), know-how, logos, marks (including brand names, product names, logos, and slogans), methods, network configurations and architectures, processes, proprietary information (including Customer Lists, financial data, marketing strategies, and product development roadmaps), protocols, schematics, specifications, software, software code (in any form including source code and executable or object code), subroutines, user interfaces, techniques, URLs, web sites, works of authorship, and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing such as instruction manuals, laboratory notebooks, prototypes, samples, studies, and summaries).

“ Intellectual Property Rights ” means and includes all rights of the following types, which may exist or be created under the laws of any jurisdiction in the world:  (a) rights associated with original works of authorship (including software in any form, including source code and executable or object code), including copyrights and moral rights; (b) trademark and trade name rights, domain name rights and similar rights; (c) trade secret rights, including any trade secret rights with respect to algorithms, inventions (whether or not patentable), know-how, methods, processes, proprietary information (including Customer Lists, financial data, marketing strategies, and product development roadmaps), protocols, schematics, specifications, software, and techniques; (d) patents and similar industrial property rights; (e) other proprietary rights of every kind and nature (including proprietary rights in databases, and data collections); and (f) all registrations, renewals, extensions, combinations, divisions, or reissues of, and applications for, any of the rights referred to in clauses (a) through (f) above.

4. REPRESENTATIONS AND WARRANTIES OF BUYER .

Buyer hereby represents and warrants to the Companies as follows:

4.1 Organization and Good Standing .  Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of California, its state of formation.  Buyer has full corporate power and authority to own and operate its properties and assets and to conduct its business as now conducted.

4.2 Authority; No Conflict .

4.2.1 Each of this Agreement and Buyer’s Closing Documents constitutes the legal, valid and binding obligation of Buyer (to the extent Buyer is a party thereto), enforceable against it in accordance with its terms.  Buyer has the absolute and unrestricted right, power, and authority to execute and deliver each of this Agreement and Buyer’s Closing Documents to which it is a party and to perform its obligations hereunder and thereunder.  The execution and delivery of this Agreement and Buyer’s Closing Documents (to the extent Buyer is a party thereto), and the consummation and performance of the Transactions (to the extent

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applicable to Buyer), has been authorized by all necessary corporate action on the part of Buyer.  This Agreement and the Buyer’s Closing Documents (on the Closing Date) have been duly executed and delivered by Buyer (to the extent Buyer is a party thereto).

4.2.2 Neither the execution and delivery of this Agreement or any of the Buyer’s Closing Documents by Buyer, nor the consummation or performance of any of the Transactions by Buyer, will, directly or indirectly, give any person or entity the right to prevent, delay or otherwise interfere with any of the Transactions pursuant to:  (i) any provision of Buyer’s Organizational Documents; (ii) any resolution adopted by the board of directors (or other governing body) or the stockholders of Buyer; (iii) any applicable law, statute, ordinance, rule or regulation of any jurisdiction; (iv) any order, writ, judgment, injunction, ruling, award or decree of any Governmental Entity; or (v) any agreement, arrangement or understanding to which Buyer is a party or by which Buyer may be bound.  Buyer is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the Buyer’s Closing Documents or the consummation or performance of any of the Transactions.

4.3 Investment Intent .  Buyer is purchasing the Shares for Buyer’s own account and not with a view to or for sale in connection with any distribution of the Shares.

4.4 Accredited Investor Status .  At the time Buyer was offered the Shares and Warrants, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a) (1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.

4.5 Access to Information .  Buyer acknowledges that it has had the opportunity to review the Agreement (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Companies concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Companies and their financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Companies possess or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES .  All representations and warranties in this Agreement shall survive the Closing Date.  The right to indemnification, reimbursement or other remedy based on such representations and warranties will not be affected by any investigation conducted by the Parties.

6. COVENANTS .  As covenants that will survive the Closing;

6.1 Actions Requiring Buyer Consent .  Save where in the case of PLC the taking of such action is determined by or within the control of its shareholders, and subject to applicable law, each Company covenants that in respect of itself it shall not, without first obtaining Buyer’s approval (by vote or written consent as provided by law):

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6.1.1 effect any alteration, repeal, change or amendment of the rights, privileges or preferences of the Shares in a manner that adversely affects the rights, privileges or preferences of the Shares or any series thereof;

6.1.2 amend, modify or repeal any provision of the Constitution or the Restated Certificate or bylaws in a manner that adversely affects the powers, preferences or rights of the Shares;

6.1.3 agree to any debt financing in an amount in excess of US$8,000,000;

6.1.4 execute any guaranty:

6.1.5 consent to any merger or dissolution of either Company;

6.1.6 settle any lawsuit or civil investigation requiring the payment of more than US$1,000,000; or

6.1.7 execute any document or enter into any arrangement that has a potential liability to the Company in excess of US$1,000,000.

6.2 Affirmative Covenants .  The Companies shall, jointly and severally, cause compliance with all terms of the Shares, including all payment obligations regarding dividends, liquidation preferences and redemption.

7. GENERAL PROVISIONS .

7.1 Expenses .  Presbia PLC shall pay all costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement (and other agreements and documents referred to herein) and in closing and in carrying out the Transactions.  If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, or because of a Party’s involvement in a bankruptcy proceeding, the successful or prevailing party or parties shall, subject to applicable law, be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they might be entitled.

7.2 Notices .  All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given (a) when delivered by hand, (b) when sent by facsimile, provided there is an electronic printed confirmation of transmission and a copy is mailed by U.S. certified mail or other similar non-U.S. mail service, return receipt requested; (c) three days after being sent by Certified U.S. Mail, return receipt requested, or (d) one day after deposit with a nationally recognized overnight delivery service, in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a Party may designate by notice to the other Parties):

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Presbia USA, Inc.
8845 Irvine Center Drive
Suite 100
Irvine, CA 92618
Attn:  Mark Yung

With Copy to:

Lowenstein Sandler LLP
One Lowenstein Drive
Roseland New Jersey 07068
Attn:  David L. Goret

With a copy to:

Fragner Seifert Pace & Winograd LLP
601 South Figueroa Street, Suite 2320
Los Angeles, CA 90017
Attention:  Matthew C. Fragner

7.3 Waiver .  The rights and remedies of the Parties to this Agreement are cumulative and not alternative and shall be in addition to every other remedy given hereunder, under any of the agreements referred to herein or now or hereafter existing at law or in equity or by statute or otherwise.  Neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement or any of the agreements and documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.

7.4 Entire Agreement and Modification .  This Agreement supersedes all prior oral or written agreements between the Parties with respect to its subject matter and constitutes (along with the agreements and documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.  This Agreement may not be amended except by a written agreement executed by the Party to be charged with the amendment.

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7.5 Assignments, Successors, and No Third-Party Rights .  None of the Parties may assign any of its rights under this Agreement without the prior consent of the other Parties, provided that Buyer may assign all or any of its rights hereunder to an affiliated party.  Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties.  Nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the Parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.

7.6 Severability .  If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect.  Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

7.7 Section Headings, Construction .  The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.  All references herein to sections, paragraphs and exhibits shall, unless otherwise expressly stated, mean sections and paragraphs in, and exhibits attached to, this Agreement.  All words used in this Agreement will be construed to be of such gender or number as the circumstances require.  Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

7.8 Confidentiality of Agreements .  The Parties shall keep the terms of this Agreement and the other agreements contemplated by this Agreement confidential and will not, without the prior written consent of the other Parties or as required in any judicial proceeding, disclose such terms to any person or entity other than their accountants and attorneys who agree to be bound by this confidentiality provision; provided, however, that the foregoing confidentiality obligation will terminate with respect to any information that becomes generally available to the public through no fault of any of the Parties or their respective representatives, accountants or attorneys.

7.9 Governing Law; Venue; Jurisdiction .  This Agreement will be governed by and construed under the laws of the California without regard to conflicts of laws principles.  Venue for any action relating to the transaction contemplated by this Agreement or the interpretation or enforcement of any of the provisions of this Agreement shall be in Los Angeles County, State of California.  Each of the parties to this Agreement consents of the jurisdiction of the courts of the State of California and agrees that service of process may be affected by delivery of a summons to the agent for service of process on record for such party in the office of the California Secretary of State or, if no such agent is on record, to the address set forth for the party in the notice section of this Agreement.

7.10 Attorneys’ Fees .  Subject to Section 8, in the event of any dispute regarding this Agreement, the prevailing party shall be entitled to attorneys’ fees as awarded by the court having jurisdiction.

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7.11 Joint and Several Liability .  The obligations of Presbia USA and Presbia PLC shall be joint and several and may be enforced by Buyer against either or both of the Companies under this Agreement.

7.12 Counterparts .  This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

7.13 No Strict Construction .  The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.

7.14 Further Assurances .  Each Party agrees that it will without further consideration execute and deliver such other documents and take such other action, whether prior or subsequent to Closing, as may be reasonably requested by another Party to consummate more effectively the purposes or subject matter of this Agreement.

8. Judicial Reference . The parties agree that any dispute or controversy arising out of or relating to this Agreement, or to the interpretation, performance, or breach thereof, shall be heard and decided exclusively by means of a reference pursuant to Section 638 et seq . of the Code of Civil Procedure of the State of California. Such reference shall be made to a retired judge of the Superior Court of the State of California (the “ Referee ”) who shall hear such dispute or controversy until the final determination thereof pursuant to Article VI, Section 21, of the California Constitution, Section 638 et seq . of the California Code of Civil Procedure, and Rule 244(a) of the California Rules of Court. The term “Referee” as used herein is intended to refer to and include the term “Temporary Judge” as used in the said provisions of the California Constitution and the California Rules of Court.  The Referee shall be selected by mutual agreement of the parties from the list of retired judges maintained by the Superior Court of the State of California for the County of Los Angeles. If the parties are unable to agree upon a retired judge to serve as the Referee, then upon petition by either party to the presiding judge of the Superior Court of the State of California for the County of Los Angeles (or such other judge as the presiding judge may designate for such purpose), such judge shall in his or her sole discretion select the particular retired judge who shall serve as the Referee. The cost of the Referee shall initially be divided equally between the parties, it being understood and agreed that, upon judgment, the prevailing party shall be entitled to reimbursement from the other party of all costs of litigation, including the cost of the Referee.

9. Disclosure and Waiver of Conflict of Interest .  The parties to this Agreement acknowledge that Fragner Seifert Pace & Winograd LLP (“ FSPW ”) has represented Buyer in connection with the transactions contemplated by this Agreement, and that FSPW has previously represented the Companies and their predecessors in certain real estate and/or corporate matters.  The parties each acknowledge that FSPW’s representation of Buyer without obtaining a waiver of the foregoing conflict of interest would not be permissible under California law, and each party hereby waives such conflict of interest and agrees that FSPW may represent Buyer in connection with this transaction.  In addition, each party consents to any current or future representation by FSPW of Buyer or either or both of the Companies in connection with any matter.  The parties to this Agreement acknowledge that Lowenstein Sandler LLP (“ LS ”) has represented the Companies in connection with the transactions contemplated by this Agreement, and that LS has previously

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represented and does represent Buyer and its affiliates in connection with other transactions and/or matters.  The parties each acknowledge that LS’s representation constitutes a conflict of interest and without obtaining a waiver of the foregoing conflict of interest would not be permissible under California law, and each party hereby waives such conflict of interest and agrees that LS may represent the Companies in connection with this transaction and Buyer and its affiliates in connection with other transactions and/or matters.  In addition, each party consents to any current or future representation by LS of Buyer or either or both of the Companies in connection with any matter.

[signatures on next page]

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IN WITNESS WHEREOF, the Parties have executed this Securities Purchase & Exchange Agreement as of the date first written above.

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         Exhibit 10.2

SECURED PROMISSORY NOTE

$3,500,000.00                                                                                                                   December 10, 2018

FOR VALUE RECEIVED, PRESBIA USA, INC., a Delaware corporation (the “ Company ”), hereby unconditionally promises to pay to the order of RICHARD RESSLER (the “ H older ”) or his respective successors and assigns, having an address at 4700 Wilshire Blvd, Los Angeles, CA 90010, at such address or at such other place as may be designated in writing by the Holder, the aggregate principal sum of THREE MILLION FIVE HUNDRED THOUSAND 00/100 UNITED STATES DOLLARS ($3,500,000.00) or such lesser principal amount of the loans made and not repaid from time to time to the Company by the Holder pursuant to this Note (as shown in the records of the Lender), together with interest from the date set forth above on the unpaid principal balance of this Note in the form and at the rate set forth herein.  

1. Definitions.   Unless the context otherwise requires, when used herein the following terms shall have the meaning indicated:

“ Affiliate ” shall mean, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common control with, such Person.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in New York City.

“ Collateral ” means, collectivley, the “Collateral” as defined in each of the Security Agreement and the Pledge Agreement, as applicable.

“ Company ” has the meaning set forth in the first paragraph hereof.

“ Control ” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Event of Default ” has the meaning set forth in Section 6 hereof.

“ Governmental Authority ” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.

“ Holder ” has the meanings set forth in the first paragraph hereof.

“ Indebtedness ” means any liability or obligation (a) for borrowed money, other than trade payables incurred in the ordinary course of business, (b) evidenced by bonds, debentures, notes, or other similar instruments, (c) in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto), except letters of credit or other similar instruments issued to secure

payment of trade payables or obligations in respect of workers’ compensation, unemployment insurance and other social security laws or regulations, all arising in the ordinary course of business consistent with past practices, (d) to pay the deferred purchase price of property or services, except trade payables arising in the ordinary course of business consistent with past practices, (e) as lessee under capitalized leases, and/or (f) secured by a Lien on any asset of the Company, whether or not such obligation is assumed by the Company.

“ Indemnified Party ” has the meaning set forth in Section 17 hereof.

“ Loan Request ” has the meaning set forth in Section 2(a) hereof.

“ Lien ” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any of the foregoing).

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the business, properties, assets, operations, liabilities (actual or contingent), or condition (financial or otherwise) of the Company; or (b) a material impairment of the ability of the to perform its obligations under any Transaction Document to which it is a party.

“ Maturity Date ” means the earliest to occur of (a) the fifth (5 ^th ) anniversary of the date hereof, (b) such date as may be specified by the Holder in a Termination Notice delivered on or after the second (2 ^nd ) anniversary of the date hereof, being a Business Day falling no less than thirty (30) days after the date of the Termination Notice, and (c) any date on which the outstanding loans evidenced by this Note are prepaid in full in accordance with Section 6 hereof.

“ Note ” means this secured promissory note, as amended, supplemented or otherwise modified from time to time.

“ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“ Pledge Agreement ” means that certain Pledge Agreement, dated as of the date hereof, made by PRESBIA PLC , a company incorporated in Ireland (registered no. 539137), in favor of the Holder, as the same may be amended, supplemented or otherwise modified from time to time.

“ Related Parties ” with respect to any Person, means such Person’s Affiliates and the directors, officers, employees, partners, agents, trustees, administrators, managers, advisors and representatives of it and its Affiliates.

“ Security Agreement ” means that certain Security and Pledge Agreement, dated as of the date hereof, by and between the Company and the Holder, as the same may be amended, supplemented or otherwise modified from time to time.

“ Security Documents ” means the collective reference to the Security Agreement, the Pledge Agreement and each other agreement or writing entered in to in addition to this Note pursuant to which the Company purports to pledge or grant a security interest in any property or assets securing the Company’s obligations hereunder or any Person pledges or grants a security interest in any property or assets securing the Company’s obligations hereunder or purports to guaranty the payment and/or

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performance of the Company’s obligations hereunder and, in each case, as amended, restated, supplemented or otherwise modified from time to time.

“ Subsidiary ” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

“ Termination Notice ” means a notice in writing signed by or on behalf of the Holder addressed to the Company which specifies a date as the Maturity Date for this Note.

“ Transaction Documents ” means the collective reference to this Note, the Security Documents, and each other agreement or writing entered into between the Company, the Holder and any of their respective Affiliates in respect of this Note, in each case, as amended, restated, supplemented or otherwise modified from time to time.

2. Loans, Principal and Interest .

(a) Holder agrees, pursuant to the terms of this Note, upon the request of Company made at any time from and after the date hereof until the Maturity Date, and so long as no Event of Default has occurred and is continuing, to make one or more term loans to Company in an aggregate principal amount up to THREE MILLION FIVE HUNDRED THOUSAND 00/100 UNITED STATES DOLLARS ($3,500,000.00).  Other than in respect of any funding to be made on the date of this Note, the Company shall provide written notice of a term loan draw (each a “ Loan Request ”) to the Holder at least one (1) Business Day prior to the date that the Company requests that a loan be made hereunder.  The Holder shall have no obligation to fund a loan hereunder during any period where an Event of Default has occurred or is continuing.

(b) On the date of any loan is made hereunder and upon each payment or prepayment of principal of each Loan, as applicable, the Holder is hereby authorized to record on Schedule A , and any continuation sheets which the Holder may attach hereto, (i) the date of the loans made by the Holder to the Company, (ii) the amount of the principal of the loans made hereunder and (iii) the amount of principal paid or prepaid with respect to any loans made hereunder.  The entries made in such schedule shall be, absent manifest error, prima facie evidence of the existence and amounts of the obligations recorded therein, provided that the failure to so record or any error therein shall not in any manner affect the obligation of the Company to repay the loan evidenced by this Note in accordance with the terms hereof.

(c) Subject to the other provisions of this Note, the Company shall on the Maturity Date pay to the order of the Holder an amount equal to the aggregate principal amount of this Note then outstanding, plus accrued and unpaid interest thereon, unless and to the extent that this Note is earlier redeemed, exchanged, repurchased or repaid in accordance with the terms of this Note.  

(d) Interest shall accrue on the unpaid principal amount of this Note from the date hereof, or from the most recent Interest Payment Date for which the applicable interest payment has been made, until the principal amount of this Note is paid in full at a rate of ten percent (10.0%) per annum (compounded monthly) and continuing on the outstanding principal until this Note is indefeasibly and irrevocably paid in full by the Company.  Interest shall be payable annually, in arrears, on January 10, 2020 and each annual anniversary of such date (the “ Interest Payment Dates ”).   Interest on this Note shall be computed on the basis of a 365- or 366-day year for actual days elapsed.  In the event that any amount due hereunder is not paid when due, such overdue amount shall bear interest at an annual rate of twelve percent (12.0%) until paid in full.  In no event shall any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law until paid in full.  

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(e) Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest payable under this Note.  All payments of principal and interest by the Company under this Note shall be made in United States dollars in immediately available funds to the respective account of the Holder as specified by such Holder.  

3. Prepayment .  Upon at least one (1) Business Day’s prior written notice to the Holder, the outstanding principal of this Note and any accrued and unpaid interest may be prepaid, in whole or in part, at any time prior to the Maturity Date without any interest, premium or penalty.  Amounts borrowed under this Note and repaid or prepaid may not be reborrowed.

4. Representations and Warranties .  The Company hereby represents and warrants to the Holder on the date hereof as follows:

(a) The Company is (i) a corporation, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority, and the legal right, to own, lease and operate its properties and assets and to conduct its business as it is now being conducted and (ii) in compliance with all laws and orders, except to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.  

(b) The Company has the power and authority, and the legal right, to execute and deliver this Note and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder.

(c) The execution and delivery of this Note and the other Transaction Documents to which it is a party by the Company and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. The Company has duly executed and delivered this Note and the other Transaction Documents to which it is a party.

(d) Other than any filings which are necessary to perfect any Liens created by the Security Agreement, no consent or authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other Person is required in order for the Company to execute, deliver, or perform any of its obligations under this Note or the other Transaction Documents to which it is a party, other than consents which have been obtained.

(e) The execution and delivery of this Note and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not (i) violate any provision of the Company’s organizational documents; or (ii) violate any law or order applicable to the Company or by which any of its properties or assets may be bound which could reasonably be expected to have a Material Adverse Effect.

(f) Each of this Note and the other Transaction Documents to which it is a party is a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(g) No action, suit, litigation, investigation or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the knowledge of the Company, threatened by or against the Company or any of its property or assets (i) with respect to this Note or the other Transaction Documents to which it is a party or any of the transactions contemplated hereby or thereby or (ii) that could be expected

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to materially adversely affect the Company’s financial condition or the ability of the Company to perform its obligations under this Note or any other Transaction Document to which it is a party.

5. Covenants .  So long as any amount due under this Note is outstanding and until indefeasible payment in full of all amounts payable by the Company hereunder:

(i) The Company shall (A) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducting, (B) do all things necessary to remain duly organized, validly existing, and in good standing as a domestic corporation under the laws of its state of formation and (C) maintain all requisite authority to conduct its business in those jurisdictions in which its business is conducted.

(ii) The Company shall promptly notify the Holder of the occurrence of any Event of Default or any event which, with the giving of notice, the lapse of time or both would constitute an Event of Default, which notice shall include a written statement as to such occurrence, specifying the nature thereof and the action (if any) which is proposed to be taken with respect thereto.

(iii) The Company shall promptly notify the Holder of any default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which the Company is a party which default could reasonably be expected to have a Material Adverse Effect.

(iv) The Company shall pay when due all material taxes, assessments and governmental charges and levies upon it or its income, profits or property, except those that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside.

(v) The Company shall comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which they may be subject, except to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

(vi) The Company shall not directly or indirectly, engage in any business other than the business engaged in as of the date hereof and any business reasonably related or ancillary thereto.

6. Event of Default .  The occurrence of any of following events shall constitute an “ Event of Default ” hereunder:

(a) the failure of the Company to make any payment of principal, interest or any other amounts due under this Note or the other Transaction Documents when due, whether at the Maturity Date, upon acceleration or otherwise;

(b) there shall have occurred an acceleration of the stated maturity of any Indebtedness of the Company (other than as evidenced by this Note) of $1,000,000 or more in aggregate principal amount (which acceleration is not rescinded, annulled or otherwise cured within thirty (30) calendar days of receipt by the Company of notice of such acceleration);

(c) the Company makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Company as bankrupt or insolvent; or any order for relief with respect to the Company  is entered under the Federal Bankruptcy Code or any other bankruptcy or insolvency law; or the Company  petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Company or of any substantial part of the assets of the Company, or commences any proceeding relating

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to it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Company  and either (i) the Company  by any act indicates its approval thereof, consents thereto or acquiescence therein or (ii) such petition application or proceeding is not dismissed within sixty (60) days;

(d) a final, non-appealable judgment which, in the aggregate with other outstanding final judgments against the Company, exceeds $1,000,000 (not paid or fully covered by insurance) shall be rendered against the Company  and within sixty (60) days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within sixty (60) days after the expiration of such stay, such judgment is not discharged; provided, however, that a judgment that provides for the payment of royalties subsequent to the date of the judgment shall be deemed to be discharged so long as the Company  is in compliance with the terms of such judgment;

(e) any representation or warranty made or deemed made by the Company in any of the Transaction Documents (including this Note) shall prove to have been incorrect in any material respect on or as of the date made or deemed made;

(f) any Liens created by this Note or any other Security Document shall at any time not constitute a valid and perfected first priority Lien on the Collateral (to the extent perfection by filing, registration, recordation or possession is required herein or therein) in favor of the Holder, free and clear of all other Liens (other than Liens previously disclosed to the Holder), or any of the security interests granted pursuant to the Security Documents shall be determined to be void, voidable, invalid or unperfected, are subordinated or are ineffective to provide the Holder with a perfected, first priority security interest in the Collateral, free and clear of all other Liens (other than Liens previously disclosed to the Holder) or, except for expiration or termination in accordance with their terms, this Note or any other Security Document shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof or any other Transaction Documents shall be contested by the Company; or

(g) if the Company fails to observe or perform in any material respect any of its covenants contained in the Transaction Documents to which it is a party, and such failure continues for thirty (30) days after receipt by the Company or the applicable Guarantor of notice thereof.

Upon the occurrence of any such Event of Default, all unpaid principal and accrued interest under this Note shall become immediately due and payable (A) upon election the Holder, with respect to (a) through (b) and (d) through (g) of the immediately preceding sentence, and (B) automatically, with respect to (c) of the immediately preceding sentence.  Upon the occurrence of any Event of Default, the Holder may, in addition to declaring all amounts due hereunder to be immediately due and payable, pursue any available remedy, whether at law or in equity, including, without limitation, exercising its rights under the other Transaction Documents.   If an Event of Default shall have occurred and be continuing, the Holder shall have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code of the State and any additional rights and remedies as may be provided to a secured party in any jurisdiction in which Collateral is located, including, without limitation, the right to take possession of the Collateral, and for that purpose the Holder may, so far as the Company can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom.  Upon the occurrence and during the continuance of an Event of Default, the Holder may in its discretion require the Company to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of the Company’s principal office(s) or at such other locations as the Holder may reasonably designate.  Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Holder shall give to the Company at least ten (10) days’ prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is

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to be made.  The Company hereby acknowledges that ten (10) days prior written notice of such sale or sales shall be reasonable notice.  In addition, to the extent permitted by applicable law, the Company waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Holder’s rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.  

7. Remedies Cumulative . No failure to exercise or delay in exercising any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.  To the extent that applicable law imposes duties on the Holder to exercise remedies in a commercially reasonable manner, the Company acknowledges and agrees that it is not commercially unreasonable for the Holder (a) to fail to incur expenses reasonably deemed significant by the Holder to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as the Company, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure the Holder against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Holder, to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any of the Collateral.  The Company acknowledges that the purpose of this Section 7 is to provide non-exhaustive indications of what actions or omissions by the Holder would fulfill the Holder’s duties under the UCC and that other actions or omissions by the Holder shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section 7.  Without limitation upon the foregoing, nothing contained in this Section 7 shall be construed to grant any rights to the Company or to impose any duties on the Holder that would not have been granted or imposed by this Note or by applicable law in the absence of this Section 7.

8. Matters Regarding the Holder .

(a) The Company hereby irrevocably appoints the Holder as the Company’s attorney-in-fact, with full authority in the place and stead of the Company and in the name of the Company or otherwise, from time to time following the occurrence of an Event of Default, to take any action and to execute any instrument which the Holder may deem necessary or advisable to accomplish the purposes of this Note, including without limitation to (i) execute any and all documents and instruments and to file financing statements that the Holder deems necessary or useful or desirable to protect, preserve, perfect and/or maintain the perfection and priority of the Holder’s security interest in the Collateral, (ii) endorse the names of the Company on any checks, notes, drafts or other forms of payment or security that may come into the possession of the Holder or any affiliate of the Holder, to sign the Company’s name on invoices or bills-of-lading, drafts against customers, notices of assignment, verifications and schedules, (iii)

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sell, transfer, pledge, make any arrangement with respect to or otherwise dispose of or deal with any of the Collateral consistent with the UCC (as defined in the Security Agreement) and (iv) do all other acts and things which the Holder deems necessary or useful to protect, preserve or realize upon the Collateral and the Holder’s security interest therein.  The powers granted herein, being coupled with an interest, are irrevocable until all of the obligations hereunder are indefeasibly paid in full and this Note is terminated.  The powers conferred on the Holder hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers.  Neither the Holder nor any attorney-in-fact shall be liable for any act or omission, error in judgment or mistake of law provided the same is not the result of gross negligence or willful misconduct.

(b) For the purpose of enabling the Holder to exercise rights and remedies under this Note and the other Security Documents (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell or grant options to purchase any Collateral) at such time as the Holder shall be lawfully entitled to exercise such rights and remedies, the Company hereby grants to the Holder, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to Company), including in such license the right to sublicense, use and practice any intellectual property now owned or hereafter acquired by Company and access to all media in which any of the licensed items may be recorded or stored and to all software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to Company) to use, operate and occupy all real property owned, operated, leased, subleased or otherwise occupied by Company.

(c) If the Company fails to perform any agreement contained herein, the Holder may itself perform, or cause performance of, such agreement and the expenses of the Holder incurred in connection therewith shall be payable by the Company in immediately available funds upon demand by the Holder.

(d) The powers conferred on the Holder hereunder are solely to protect the Holder’s interest in the Collateral and shall not impose any duty upon him to exercise any such powers.  Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Holder shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

9. Amendments .  Any amendment or waiver of any term of this Note by any party shall be effective only if in writing and duly signed by the Company and the Holder.

10. Waivers .  The Company hereby waives presentment, demand for payment, notice of dishonor, protest and notice of protest, and any or all other notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note.  The liability of the Company hereunder shall be unconditional and shall not be in any manner affected by any indulgence whatsoever granted or consented to by the Holder, including but not limited to any extension of time, renewal, waiver or other modification.  Any failure of the Holder to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time and from time to time thereafter.  The Holder may accept late payments, or partial payments, even though marked “payment in full” or containing words of similar import or other conditions, without waiving any of its rights.

11. Waiver of Jury Trial .   THE COMPANY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS NOTE OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT,

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BREACH OF DUTY AND ALL OTHER CLAIMS.  THE COMPANY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

12. Secured Obligation .  This Note is is secured by a first priority security interest in the Collateral.  This Note grants the Holder certain rights with respect to such Collateral upon an Event of Default.

13. Governing Law; Consent to Jurisdiction .  This Note shall be governed by and construed under the law of the State of California, without giving effect to the conflicts of law principles thereof.  The Company and, by accepting this Note, the Holder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of California located in Los Angeles County and the United States District Court for the Central District of Los Angeles for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Note and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Note.  The Company and, by accepting this Note, the Holder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  The Company and, by accepting this Note, the Holder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

14. Expenses .  Each party shall bear its own costs and expenses incidental to the negotiation of and to the preparation and carrying into effect of the Transaction Documents and any other documents referred to in the Transaction Documents and all transactions herein provided together with any other documents entered into by the Company and the Holer and the Borrower after the date of this Note.

15. Notices .  Any notice or demand required or permitted to be given or made to or upon any party hereto pursuant to any of the provisions of this Note shall be deemed to have been duly given or made for all purposes if in writing and delivered by hand against receipt, sent by e-mail or facsimile, sent by certified or registered mail, postage prepaid, return receipt requested, to such party at the respective address set forth below or such other address as any party hereto may at any time direct by notice given to the other party in accordance with this Section 15.  The date of giving or making of any such notice or demand shall be (a) if sent by mail by certified or registered mail or sent by hand or overnight courier, the earlier of the date of actual receipt, or five (5) Business Days after such notice or demand is sent, (b) if sent by facsimile, during the recipient’s normal business hours (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business on the next Business Day), and (c) if sent by e-mail, upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment).  Each party’s address for notice is as follows:

Company:

Presbia USA, Inc.
8845 Irvine Center Drive
Suite 100
Irvine, CA 92618
Attn:  Mark Yung

with a copy to:

Lowenstein Sandler LLP

One Lowenstein Drive

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Roseland, New Jersey 07068

Attention: David Goret

Email: dgoret@lowenstein.com

Holder:

Richard Ressler
c/o Orchard Capital Corporation
4700 Wilshire Blvd.
Los Angeles, CA 90010

With a copy to:

Fragner Seifert Pace & Winograd LLP
601 South Figueroa Street, Suite 2320
Los Angeles, CA 90017
Attention:  Matthew C. Fragner

16. Lost, Stolen or Mutilated Notes .  Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and in case of any such loss, theft or destruction, upon delivery of any customary indemnity agreement reasonably satisfactory to the Company, or in any case of any such mutilation, upon surrender and cancellation of this Note, the Company at its expense will, within five (5) Business Days, issue and deliver a new Note of like tenor in an amount equal to the amount of such lost, stolen or mutilated Note.

17. Indemnification .  The Company agrees to indemnify and hold harmless the Holder and its respective Related Parties (each, an “ Indemnified Party ”) from and against, any and all claims, damages, losses, liabilities and related expenses (including the reasonable fees, charges and expenses of any counsel for any Indemnified Party), incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including the Company) other than such Indemnified Party and its Related Parties arising out of, in connection with, or by reason of (a) the execution or delivery of this Note, any other Transaction Document or any agreement or instrument contemplated in connection herewith or therewith, the performance by the parties thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated herewith or therewith; (b) the loans  as evidenced by this Note or the actual or proposed use of the proceeds therefrom; or (c) any actual or prospective claim, investigation, litigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether any Indemnified Party is a party thereto; provided that, such indemnity shall not be available to any Indemnified Party to the extent that such claims, damages, losses, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, willful misconduct or fraud of such Indemnified Party or (y) result from a claim brought by the Company against any Indemnified Party for breach of such Indemnified Party’s obligations under this Note, any Transaction Document or any agreement or instrument contemplated in connection herewith or therewith, if a court of competent jurisdiction has rendered a final and non-appealable judgment in favor of the Company on such claim.

18. Rescission of Payments . If at any time any payment made by the Company under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the Company’s obligation to make such payment shall be reinstated as though such payment had not been made.

19. Severability . Whenever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid, but if any provision of this Note is held to be invalid or unenforceable

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in any respect, such invalidity or unenforceability shall not render invalid or unenforceable any other provision of this Note.

20. Successors and Assigns; Transferability . This Note shall be binding upon and inure to the benefit of the Company and the Holder and their respective permitted successors and assigns. This Note may be assigned or transferred by the Holder to any Person.  The Company may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Holder and any such assignment shall be null and void.

21. Judicial Reference. The parties agree that any dispute or controversy arising out of or relating to this Note, or to the interpretation, performance, or breach thereof, shall be heard and decided exclusively by means of a reference pursuant to Section 638 et seq . of the Code of Civil Procedure of the State of California. Such reference shall be made to a retired judge of the Superior Court of the State of California (the “ Referee ”) who shall hear such dispute or controversy until the final determination thereof pursuant to Article VI, Section 21, of the California Constitution, Section 638 et seq . of the California Code of Civil Procedure, and Rule 244(a) of the California Rules of Court. The term “Referee” as used herein is intended to refer to and include the term “Temporary Judge” as used in the said provisions of the California Constitution and the California Rules of Court.  The Referee shall be selected by mutual agreement of the parties from the list of retired judges maintained by the Superior Court of the State of California for the County of Los Angeles. If the parties are unable to agree upon a retired judge to serve as the Referee, then upon petition by either party to the presiding judge of the Superior Court of the State of California for the County of Los Angeles (or such other judge as the presiding judge may designate for such purpose), such judge shall in his or her sole discretion select the particular retired judge who shall serve as the Referee. The cost of the Referee shall initially be divided equally between the parties, it being understood and agreed that, upon judgment, the prevailing party shall be entitled to reimbursement from the other party of all costs of litigation, including the cost of the Referee.

22. Secured Obligation .  This Note is secured by a first priority security interest in the Collateral.  The Security Documents grant the Holder certain rights with respect to such Collateral upon an Event of Default.

[ signature page follows ]

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IN WITNESS WHEREOF, the Company has caused this Secured Promissory Note to be signed in its name effective as of the date first above written.

[Signature Page to Secured Promissory Note]

Schedule A

Exhibit 10.3

SECURITY AND PLEDGE AGREEMENT

THIS SECURITY AND PLEDGE AGREEMENT (as amended, restated, modified or supplemented and in effect from time to time, this “ Agreement ”) is entered into as of December 10, 2018, by and between PRESBIA USA, INC., a Delaware corporation (“ Debtor ”), and RICHARD RESSLER ( together with any successors, “ Secured Party ”).

W I T N E S S E T H :

WHEREAS, Debtor has issued to Secured Party that certain Secured Promissory Note of even date herewith (as from time to time amended, restated, supplemented or otherwise modified, the “ Loan Agreement ”);

WHEREAS, the execution and delivery of this Agreement by Debtor are a condition precedent to the obligation of the Secured Party to extend credit to Debtor pursuant to the Loan Agreement.

NOW, THEREFORE, in consideration of the foregoing and as an inducement to Secured Party to enter into the Loan Agreement and extend credit to Debtor, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(a) When used herein, the terms Account, Account Debtor, Certificated Security, Chattel Paper, Commercial Tort Claim, Deposit Account, Document, Electronic Chattel Paper, Equipment, Financial Asset, Fixtures, Goods, Health-Care-Insurance Receivable, Inventory, Instrument, Investment Property, Letter of Credit Rights, Payment Intangibles, Proceeds, Security, Security Entitlement, Supporting Obligations and Uncertificated Security have the respective meanings assigned thereto in the UCC (as defined below).

(b) Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Loan Agreement.

(c) The following terms have the following meanings (such definitions to be applicable to both the singular and plural forms of such terms):

“ Collateral ” means all property and rights of Debtor in which a security interest is granted hereunder.  Notwithstanding anything herein to the contrary, in no event shall “Collateral” include, and Debtor shall not be deemed to have granted a security interest in, any Excluded Property.

“ Equity Securities ” means, with respect to any Person (other than an individual):

(a) all of such Person’s issued and outstanding capital stock (including but not limited to common stock and preferred stock), partnership interests, membership interests, equity interests, profits interests, warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock or other equity or profits interests of such Person;

(b) all of the (i) securities convertible into or exchangeable for shares of capital stock, partnership interests, membership interests, equity interests or profits interests of such Person, and (ii) warrants, rights or options for the purchase or acquisition from such Person of any such shares or interests; and

(c) all of the other equity or profit interests in such Person, whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ Event of Default ” means the occurrence of an event of an Event of Default (as defined in the Loan Agreement).

“ Excluded Account ” means (i) any deposit accounts, commodities accounts, or securities accounts of Debtor which (x) are used solely to fund payroll or employee benefits or (y) contain, at all times, less than $100,000 for any one account and $250,000 in the aggregate for all such accounts, and (ii) any deposit accounts, commodities accounts, or securities accounts maintained at one or more banks for the sole purpose of securing letters of credit issued by such banks.

“ Excluded Property ” means, with respect to any Person, (i) any lease, license, contract or agreement to which Debtor is a party, and any of its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of (x) any applicable law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each case, such applicable law, term, provision or condition would be rendered ineffective with respect to the creation of such security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); (ii) any United States intent-to-use trademark applications for which an amendment to allege use or a statement of use has not been filed and accepted by the Patent and Trademark Office, to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the Patent and Trademark Office of an amendment to allege use or a statement of use pursuant to 15 U.S.C. Section 1051(c) or (d) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iii) any equipment of Debtor that is subject to a perfected Lien if and for so long as the grant of a security interest therein to the Secured Party in such equipment shall constitute or result in a breach or termination pursuant to the terms of, or a default under, the agreement entered into in connection with such Lien on such equipment, provided, however, that such security interest shall attach immediately at such time as the term restricting the attachment of a security interest in such equipment is no longer operative or the attachment of a security interest in such equipment would not constitute or result in a breach or termination pursuant to the terms of, or a default under, such agreement; (iv)  assets in respect of which pledges and security interests are prohibited by applicable Law; (v) equity interests held by Debtor in any Person other than wholly owned Subsidiaries (including any such Person that is a joint venture) to the extent the granting of any Liens thereon is expressly prohibited by the terms of such Person’s organizational or joint venture documents; (vi) the equity interests of controlled foreign corporations (as defined in the IRC) of such Person (held directly or indirectly through an entity that is disregarded for federal income tax purposes) in excess of 65% of the equity interests of such corporations; (vii) Excluded Accounts; (viii) motor vehicles and other assets located in the United States subject to certificates of title;

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(ix) letter of credit rights of Debtor (other than those that constitute supporting obligations as to other Collateral or which otherwise may be perfected by the filing of a UCC financing statement); (xi) any real or leased property of Debtor; or (xi) such assets as to which Secured Party and Debtor shall reasonably agree that the costs of perfecting a security interest therein are excessive in relation to the benefit to the Secured Party of the security to be afforded thereby; provided , further that Excluded Property shall not include any proceeds of any such lease, license, contract or agreement or any goodwill of Debtor’s business associated therewith or attributable thereto.

“ General Intangibles ” means all of Debtor’s “general intangibles” as defined in the UCC.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government and includes a private mediation or arbitration board or panel.

“ Intellectual Property ” means all past, present and future:  trade secrets and other proprietary information; trademarks; copyrights (including copyrights for computer programs and software) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangible property embodying the copyrights; unpatented inventions (whether or not patentable); patents; industrial designs, industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, source codes, object codes and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to sue for all past, present and future infringements of any of the foregoing; and all common Law and other rights throughout the world in and to all of the foregoing.

“ Laws ” means all applicable statutes, laws, treaties, ordinances, rules, regulations, orders, writs, injunctions, decrees, judgments, and the terms of any license or permit issued by any Governmental Authority.

“ Loan Document ” means the “Transaction Documents” as defined in the Loan Agreement.

“ Obligations ” means all obligations of the Debtor to the Secured Party under and pursuant to the Loan Agreement.

“ Obligor ” means a Person that, with respect to an obligation secured by a security interest in the Collateral, (a) owes payment or other performance on the obligation, (b) has provided property or other security or credit support other than the Collateral to secure payment or other performance of the obligation, or (c) is otherwise accountable in whole or in part for payment or other performance of the obligation.  The term does not include issuers or nominated persons under a letter of credit.

“ Organizational I.D. Number ” means the organizational identification number assigned to Debtor by the applicable governmental unit or agency of the jurisdiction of organization for Debtor.

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“ Paid in Full ” means, with respect to the Obligations, that (a) all Loans and accrued interest under the Loans and all other Obligations have been repaid in full in cash and no Loan or other Obligation remains outstanding (except, in each case, for (i) any provisions thereof, such as indemnification provisions, which by their terms survive termination and (ii) unasserted contingent Obligations and other contingent Obligations not then due and owing); provided that no such payment of the principal of or interest on any Loan or any other amount payable by Debtor or any other obligor on the Obligations under any Loan Document has been rescinded or is required to be restored or returned in connection with the insolvency, bankruptcy or reorganization of Debtor or otherwise, and (b) any and all other commitments by Secured Party under the Loan Agreement have been terminated or expired .

“ Pledged Issuer ” means individually, and “ Pledged Issuers ” means collectively, each of the “Pledged Issuers” set forth on Schedule 1 .

“ Receivable(s) ” means all Accounts and all right, title and interest in any returned goods, together with all right, title, securities and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation and re-sales, and all related security interests, liens, charges, encumbrances and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired.

“ Schedule 1 ” means Schedule 1 attached to this Agreement, as amended, restated or supplemented from time to time.

“ Securities Act ” means the Securities Act of 1933, as in effect from time to time.

“ Security Interest ” is defined in Section 2 .

“ Type of Organization ” means the kind or type of entity of Debtor, such as a corporation, limited partnership or limited liability company.

“ UCC ” means the Uniform Commercial Code as in effect in the State of California on the date of this Agreement, as it may be amended or modified from time to time hereafter; provided, however, that, as used in Section 5 hereof, UCC shall mean the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

As security for the payment and performance of all Obligations, Debtor hereby assigns to Secured Party, and grants to Secured Party a continuing security interest (the “ Security Interest ”) in, all of the following assets and properties of Debtor whether now or hereafter existing or acquired, regardless of where located including, without limitation, all of Debtor’s: (a) Accounts; (b) Certificated Securities; (c) Chattel Paper, including Electronic Chattel Paper; (d) Commercial Tort Claims; (e) Deposit Accounts; (f) Documents; (g) Financial Assets; (h) General Intangibles; (i) Goods (including all of its Equipment, Fixtures and Inventory), and all embedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor; (j) Instruments; (k) Intellectual Property; (l) Investment Property; (m) Letter of Credit Rights; (n) money (of every jurisdiction whatsoever); (o) Security Entitlements; (p) Supporting Obligations; (q) Uncertificated Securities; (r)(i) the Equity Securities of the Pledged Issuers described in Schedule 1 (the “ Pledged Interests ”), whether or not evidenced or represented by any stock certificate, unit

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certificate, certificated security or other instrument, the certificates representing the Pledged Interests (if any), all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including, but not limited to, any stock or other equity dividends and any distributions in connection with a stock or other equity split) from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests, (ii) all investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of the Debtor in respect of the foregoing, and all other assets now or hereafter received or receivable with respect to the foregoing, and (iii) all security entitlements of the Debtor in any and all of the foregoing; and (s) to the extent not included in the foregoing, all other personal property of any kind or description;

together with all books, records, writings, databases, information and other property of Debtor relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided, however, that to the extent that the provisions of any lease or license expressly prohibit (which prohibition is enforceable under applicable Law) the assignment thereof, and the grant of a security interest therein, Secured Party will not enforce its security interest (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Secured Party, Debtor will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Secured Party (and to Secured Party’s enforcement of such security interest) in Debtor’s rights under such lease or license. Notwithstanding the foregoing, “Collateral” shall not include any Excluded Property.

Debtor represents and warrants to Secured Party as of the Closing Date:

(a) Debtor is and will be the lawful owner of the Collateral, free of all liens, claims, security interests and encumbrances whatsoever, other than the security interest hereunder and other Liens as previously disclosed to the Secured Party, and Debtor has full power and authority to execute this Agreement and perform its obligations hereunder, and to subject the Collateral to the security interest hereunder.

(b) The execution and delivery of this Agreement and the performance by Debtor of its obligations hereunder (i) are within Debtor’s powers, (ii) have been duly authorized by all necessary corporate, company or partnership action, as applicable, (iii) have received all necessary governmental approval (if any shall be required) except where a failure to obtain such approval could not reasonably be expected to result in a material adverse effect on its business, assets or financial condition, and (iv) do not and will not contravene or conflict with any provision of Law or of the articles of incorporation, certificate of formation, by-laws, limited liability company agreement, limited partnership agreement or any similar governing documents of Debtor or of any material agreement, indenture, instrument or other document, or any material judgment, order or decree, which is binding upon Debtor.

(c) This Agreement is a legal, valid and binding obligation of Debtor, enforceable in accordance with its terms, except that the enforceability of this Agreement may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally and by general

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principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at Law).

Debtor will from time to time deliver to Secured Party such schedules, certificates and reports respecting all or any of the Collateral at the time subject to the security interest hereunder, and the items or amounts received by Debtor in full or partial payment of any of the Collateral, as Secured Party may reasonably request.  Debtor shall promptly notify Secured Party of the occurrence of any event causing any loss or depreciation in the value of its Inventory or other Goods that are material to Debtor, and such notice shall specify the amount of such loss or depreciation.

(a) Debtor, at Secured Party’s reasonable request, at any time and from time to time, shall execute and deliver to Secured Party such financing statements, amendments and any other documents, including Instruments, and do such acts as Secured Party deems reasonably necessary in order to establish and maintain valid, attached and perfected security interests in the Collateral in favor of Secured Party, free and clear of all Liens and claims and rights of third parties whatsoever except Liens previously disclosed to the Secured Party.  Debtor hereby irrevocably authorizes Secured Party at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (A) as “all assets of Debtor,” “the Collateral described in the Security Agreement” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including, without limitation, (A) whether Debtor is an organization, the Type of Organization and the Organizational I.D. Number issued to Debtor and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted or timber to be cut, a sufficient description of the real property to which the Collateral relates.  Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto that Secured Party has filed in any jurisdiction prior to the date of this Agreement relating to the Collateral.

(b) Except as otherwise expressly set forth in Section 2 , whenever an Event of Default shall be existing, Secured Party shall have the right to bring suit to enforce any or all of the Intellectual Property or licenses thereunder, in which event Debtor shall at the request of Secured Party do any and all lawful acts and execute any and all proper documents required by Secured Party in aid of such enforcement and Debtor shall promptly, upon demand, reimburse and indemnify Secured Party for all costs and expenses incurred by Secured Party in the exercise of its rights under this Section 5 .  Notwithstanding the foregoing, Secured Party shall have no obligation or liability regarding the Collateral or any part thereof by reason of, or arising out of, this Agreement.

(c) Debtor hereby agrees that if any of the Pledged Interests are at any time not evidenced by certificates of ownership, then Debtor shall cause the applicable Pledged Issuer with respect to such Pledged Interests to record such pledge on the equityholder register or the books of the issuer and, upon Secured Party’s request, shall cause such Pledged Issuer to execute and deliver to Secured Party an acknowledgment of the pledge of such Pledged Interests in a form reasonably satisfactory to Secured Party.

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If an Event of Default shall have occurred and be continuing, Secured Party shall have the following rights and remedies:

(a) Secured Party may exercise any or all of the remedies available to it under this Agreement, at Law, in equity or otherwise;

(b) Secured Party may request that Debtor direct that all Receivables be paid directly to a lock box account established with, or for the benefit of, Secured Party;

(c) Debtor shall hold in trust (and not commingle with its other assets) for Secured Party all Collateral that is Chattel Paper, Instruments or Documents at any time received by it and promptly deliver same to Secured Party, unless Secured Party at its option gives Debtor written permission to retain such Collateral; at Secured Party’s request, each contract, Chattel Paper, Instrument or Document so retained shall be marked to state that it is assigned to Secured Party and each instrument shall be endorsed to the order of Secured Party (but failure to so mark or endorse shall not impair the Security Interest);

(d) Debtor irrevocably appoints Secured Party its true and lawful attorney with full power of substitution, in the name of Debtor, for the sole use and benefit of Secured Party, but at Debtor’s expense, to the extent permitted by Law, to file claims under any insurance policies of Debtor, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies;

(e) Debtor irrevocably appoints Secured Party its true and lawful attorney with full power of substitution, in the name of Debtor, for the sole use and benefit of Secured Party, but at Debtor’s expense, to the extent permitted by Law, to exercise, all or any of the following powers with respect to all or any of Debtor’s Collateral (to the extent necessary to cause the Obligations to be Paid in Full): (i) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof; (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto; (iii) to take control of, sell, lease, license or otherwise dispose of the same or the Proceeds thereof, as fully and effectually as if Secured Party were the absolute owner thereof; (iv) to sign or endorse Debtor’s name on (A) any original certificate of title in respect of any Collateral that is subject to certificate of title statutes, or (B) any application for a new or a replacement certificate of title or other document or instrument to be filed in any official filing, recording, registration or certificate-of-title system covering any of the Collateral; (v) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; (vi)to endorse Debtor’s name on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into Secured Party’s possession; (vii) to sign Debtor’s name on any invoice or bill of lading relating thereto, on any drafts against Obligors or other Persons making payment with respect thereto, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect thereto; (viii) to send requests for verification of obligations to any Obligor; and (ix)to do all other acts and things reasonably necessary to carry out the intent of this Agreement; provided, however , that except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market Secured Party will give Debtor at least ten (10) days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made.  If, following the occurrence of an Event of Default, any Obligor or Account Debtor fails to make

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payment on any Collateral when due, Secured Party is authorized, in its sole discretion, either in its own name or in Debtor’s name, to take such action as Secured Party reasonably shall deem appropriate for the collection of any amounts owed with respect to Collateral or upon which a delinquency exists.  Regardless of any other provision of this Agreement, however, Secured Party shall not be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral except for its own fraud, gross negligence, or willful misconduct, nor shall it be under any duty to anyone except Debtor to account for funds that it shall actually receive under this Agreement.  A receipt given by Secured Party to any Obligor or Account Debtor shall be a full and complete release, discharge, and acquittance to such Obligor or Account Debtor, to the extent of any amount so paid to Secured Party.  Secured Party may apply or set off amounts paid and the deposits against any liability of Debtor to Secured Party.

(f) Secured Party’s sale of less than all the Collateral shall not exhaust Secured Party’s rights under this Agreement and Secured Party is specifically empowered to make successive sales until all the Collateral is sold.  If the proceeds of a sale of less than all the Collateral shall be less than the Obligations, this Agreement and the Security Interest shall remain in full force and effect as to the unsold portion of the Collateral just as though no sale had been made.  In the event any sale under this Agreement is not completed or is, in Secured Party’s opinion, defective, such sale shall not exhaust Secured Party’s rights under this Agreement and Secured Party shall have the right to cause a subsequent sale or sales to be made.  Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale under this Agreement as to nonpayment of the Obligations, or as to the occurrence of any Event of Default, or as to Secured Party’s having declared all of such Obligations to be due and payable, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to any other act or thing having been duly done by Secured Party, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Secured Party may appoint or delegate any one or more Persons as agent to perform any act or acts necessary or incident to any sale held by Secured Party, including the sending of notices and the conduct of sale, but such acts must be done in the name and on behalf of Secured Party.  In connection with the sale of Collateral that constitutes Securities, Secured Party is authorized, but not obligated, to limit prospective purchasers to the extent deemed necessary or desirable by Secured Party to render such sale exempt from registration requirements of the Securities Act of 1933, as amended, and any applicable state securities Laws, and no sale so made in good faith by Secured Party shall be deemed not to be “commercially reasonable” because so made.

(g) In addition to any and all other rights afforded to Secured Party in this Section 6 , Secured Party may exercise all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) with respect to any Collateral and, if cash shall be insufficient to pay all the Obligations in full, sell, lease, license or otherwise dispose of the Collateral or any part thereof in accordance with the provisions of the UCC.  Notice of any such sale or other disposition shall be given to Debtor as required under this Section 6 .

Section 7. Application of Proceeds . If an Event of Default shall have occurred and be continuing, Secured Party may apply the proceeds of any sale or other disposition of all or any part of the Collateral, in in accordance with Section 14 of the Loan Agreement.

Regarding the existence of any Event of Default for purposes of this Agreement, Debtor agrees that the Obligors or Account Debtors on any Collateral may rely upon written certification from Secured Party that such an Event of Default exists and Debtor expressly agrees that Secured Party shall not be liable to Debtor for any claims, damages, costs, expenses or causes of

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action of any nature whatsoever in connection with, arising out of, or related to Secured Party’s exercise of any rights, powers or remedies under any Loan Document except for its own fraud, gross negligence, or willful misconduct.

(a) Beyond the exercise of reasonable care in the custody and preservation thereof, Secured Party will have no duty as to any Collateral in its possession or control or in the possession or control of any bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto.  Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any bailee selected by Secured Party in good faith or by reason of any act or omission by Secured Party pursuant to instructions from Debtor, except to the extent that such liability arises from Secured Party’s gross negligence or willful misconduct.

(b) The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligations when due, and is given as security only.  Secured Party does not assume, and shall not be liable for, any of Debtor’s liabilities, duties or obligations under, or in connection with, the Collateral.  Secured Party’s acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party’s approval of the Collateral or Secured Party’s assumption of any obligation under or in connection with the Collateral.  This Agreement does not affect or modify Debtor’s obligations with respect to the Collateral.

(a) Debtor recognizes that Secured Party may deem it impracticable to effect a public sale of all or any part of the Pledged Interests or any other securities constituting Collateral.  Secured Party is authorized, but not obligated, to limit prospective purchasers to the extent deemed necessary or desirable by Secured Party to render such sale exempt from the registration requirements of the Securities Act, and any applicable state securities laws, and no sale so made in good faith by Secured Party shall be deemed not to be “commercially reasonable” because so made.  Secured Party may make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof.   Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act.   Debtor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the UCC, notwithstanding that such sale may not constitute a “public

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offering” under the Securities Act, and that Secured Party may, in such event, bid for the purchase of such securities.

(b) When an Event of Default has occurred and is continuing, Secured Party at any time may have the Equity Securities of the Pledged Issuer registered in its name, or in the name of its nominee or nominees, as pledgee, and be admitted as an equity owner of the Pledged Issuer, with all attendant rights thereto, without the taking of any further action by any Person, all notwithstanding any provision or requirement to the contrary in any such Pledged Issuer’s governing documents.  Debtor shall execute and deliver to Secured Party all such proxies, powers of attorney, dividend coupons or orders and other documents as Secured Party may reasonably request for the purpose of enabling Secured Party to exercise the voting rights and powers which it is entitled to exercise hereunder and to receive the dividends and other payments which it is authorized to receive and retain hereunder.  Nothing in this Agreement shall prohibit the issuance of cash dividends by Pledged Issuer if such distribution is permitted under the Loan Agreement.

(c) So long as no Event of Default has occurred and is continuing, and during the continuance of an Event of Default until Secured Party shall have delivered to Debtor a written notice stating that an Event of Default has occurred and is continuing under the Loan Agreement and Secured Party elects to exercise sole control of the voting rights under the Equity Securities of the Pledged Issuer (a “ Voting Rights Election ”), Debtor shall be entitled to exercise all rights attached to or pertaining to the Equity Securities of the Pledged Issuer including the voting rights.  After the occurrence and during the continuance of an Event of Default, effective immediately upon delivery of a Voting Rights Election by Secured Party to Debtor, the right to vote the Equity Securities of the Pledged Issuer shall be vested exclusively in Secured Party.  To this end, Debtor irrevocably appoints Secured Party the proxy and attorney-in-fact of Debtor, with full power of substitution, to vote and to act with respect to the Equity Securities of the Pledged Issuer and to exercise any and all other rights which Debtor may have as a shareholder or other equityholder in Pledged Issuer subject to the understanding that such proxy may not be exercised unless an Event of Default has occurred and is continuing and Secured Party shall have delivered a Voting Rights Election to Debtor.  The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full .

Notwithstanding anything contained in this Agreement to the contrary, Debtor agrees that if, but for the application of this Section 11 , the Obligations or any Security Interest would constitute a preferential transfer under 11 U.S.C. § 547, a fraudulent conveyance under 11 U.S.C. § 548 (or any successor section of that statute) or a fraudulent conveyance or transfer under any state fraudulent conveyance or fraudulent transfer Law or similar Law in effect from time to time (each a “ Fraudulent Conveyance ”), then the Obligations and each affected Security Interest will be enforceable to the maximum extent possible without causing the Obligations or any Security Interest to be a Fraudulent Conveyance, and shall be deemed to have been automatically amended to carry out the intent of this Section 11 .

(a) This Agreement and the Security Interest shall remain in full force and effect until, and will terminate upon, the date on which all of the Obligation has been Paid in Full.  Upon such termination, the Secured Party will execute any termination statement with respect to any financing statement or other security document executed and filed pursuant to this Agreement.  If at any time all or any part of any payment applied by Secured Party to any Obligation is or must be rescinded

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or returned by Secured Party for any reason whatsoever (including the insolvency, bankruptcy or reorganization of Debtor), such Obligations shall, for the purposes of this Agreement, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by Secured Party, and this Agreement shall continue to be effective or be reinstated, as the case may be, as to such Obligations, all as though such application by Secured Party had not been made.

(b) Any notice from Secured Party to Debtor, if mailed, shall be deemed given five (5) days after the date mailed, postage prepaid, addressed to Debtor either at the address specified for notices to Debtor in the Securities Purchase Agreement of even date herewith or at such other address as Debtor shall have specified in writing to Secured Party as its address for notices hereunder.

(c) Debtor agrees to pay all expenses, including reasonable attorney’s fees and charges (including time charges of attorneys who are employees of Secured Party) paid or incurred by Secured Party in endeavoring to collect the Obligations of Debtor, or any part thereof, and in enforcing this Agreement against Debtor.

(d) No delay on the part of Secured Party in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Secured Party of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy.

(e) EACH OF DEBTOR AND SECURED PARTY hereby voluntarily, knowingly, irrevocably and unconditionally waiveS any right to have a jury participate in resolving any dispute (whether based upon contract, tort or otherwise) between DEBTOR AND SECURED PARTY arising out of or in any way related to this Agreement, or any relationship between DEBTOR AND SECURED PARTY.  Each party to THIS AGREEMENT, in each case for itself, its successors and assigns, (a) irrevocably submits and consents to the exclusive jurisdiction of the state and federal courts of the state of California SITTING IN los Angeles COUNTY (and of the appropriate appellate courts therefrom), (b) irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any Litigation arising out of or in connection with thIS AGREEMENT brought in the district court of Los ANGELES county, CAlifornia, or in the United States District Court for the CENTRAL District of california, (c) irrevocably waives any claims that any litigation brought in any of the aforementioned courts has been brought in an inconvenient forum, (d) irrevocably consents to the service of process out of any of those courts in any Litigation by the mailing of copies thereof by certified mail, return receipt requested, postage prepaid, by hand-delivery, or by delivery by a nationally recognized courier service, and service shall be deemed complete upon delivery of the legal process at its address set out in thIS AGREEMENT, and (e) irrevocably agrees that any legal proceeding against any party to THIS AGREEMENT arising out of or in connection with THIS AGREEMENT may be brought in one of the aforementioned courts.  The scope of each of the foregoing consents and waivers is intended to be all-encompassing of any

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and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims.  DEBTOR acknowledges that these consents and waivers are a material inducement to SECURED PARTY’S agreement to enter into a business relationship, that SECURED PARTY HAS already relied on these consents and waivers in entering into this Agreement, and that SECURED PARTY will continue to rely on each of these consents and waivers in related future dealings .

(f) The rights and privileges of Secured Party hereunder shall inure to the benefit of its successors and assigns.  Debtor may not assign or transfer its rights hereunder or any interest herein or delegate its duties hereunder without the prior written consent of Secured Party.

(g) This Agreement may be executed and delivered (including by facsimile or Portable Document Format (pdf) transmission) in any number of counterparts with the same effect as if all signatories had signed the same document.  Facsimile and other electronic copies of manually-signed originals shall have the same effect as manually-signed originals and shall be binding on Debtor and Secured Party.  All counterparts must be construed together to constitute one and the same instrument.

(h) The parties agree that any dispute or controversy arising out of or relating to this Agreement, or to the interpretation, performance, or breach thereof, shall be heard and decided exclusively by means of a reference pursuant to Section 638 et seq . of the Code of Civil Procedure of the State of California. Such reference shall be made to a retired judge of the Superior Court of the State of California (the “ Referee ”) who shall hear such dispute or controversy until the final determination thereof pursuant to Article VI, Section 21, of the California Constitution, Section 638 et seq . of the California Code of Civil Procedure, and Rule 244(a) of the California Rules of Court. The term “Referee” as used herein is intended to refer to and include the term “Temporary Judge” as used in the said provisions of the California Constitution and the California Rules of Court.  The Referee shall be selected by mutual agreement of the parties from the list of retired judges maintained by the Superior Court of the State of California for the County of Los Angeles. If the parties are unable to agree upon a retired judge to serve as the Referee, then upon petition by either party to the presiding judge of the Superior Court of the State of California for the County of Los Angeles (or such other judge as the presiding judge may designate for such purpose), such judge shall in his or her sole discretion select the particular retired judge who shall serve as the Referee. The cost of the Referee shall initially be divided equally between the parties, it being understood and agreed that, upon judgment, the prevailing party shall be entitled to reimbursement from the other party of all costs of litigation, including the cost of the Referee.

(i) This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of California, without regard to conflict of law principles.

[Signatures Appear on Following Pages]

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IN WITNESS WHEREOF, this Security Agreement has been duly executed as of the day and year first above written.

Exhibit 10.4

DATED 10 December 2018

PRESBIA USA, INC .

(as Chargor)

and

RICHARD RESSLER

(as Lender)

CHARGE OF SHARES

in respect of

PRESBIA IRELAND, LIMITED

McCann FitzGerald

Riverside One

Sir John Rogerson’s Quay

Dublin 2

AMV\31081036.4

CONTENTS

CLAUSE PAGE

1. Interpretation 1

2. Covenant to Pay 4

3. Security Over Investments 4

4. Negative pledge 5

5. Perfection of Security and Further Assurance 5

6. Exercise of Rights in Respect of Shares 6

7. Representations 8

8. Covenants 10

9. When Security Becomes Enforceable 11

10. Power of Sale 11

11. Appointment of Receiver 12

12. Powers of Receiver 12

13. Delegation of Powers of the Lender 14

14. Liability of the Lender in Possession 14

15. Application of Monies 15

16. Protection of Buyers 15

17. Power of Attorney 16

18. Continuing Security 16

19. Avoidance of Payments 18

20. Proviso for Redemption 18

21. Set-Off 18

22. Subsequent Charges and New Accounts 19

23. Suspense Account 19

24. Currency Indemnity 19

25. Certificate of the Lender Conclusive 20

26. Costs And Expenses 20

27. Payments Free Of Deduction 21

28. Financial Collateral 21

29. Severability 21

30. Assignment 21

31. Variations, Waivers and Remedies 22

32. The Lender’s Discretion 22

33. Safe Custody of Documents 22

34. Limitations 23

35. No Partnership 23

36. Entire Agreement 23

37. Notices 23

38. Counterparts 24

39. Governing Law and Jurisdiction 24

SCHEDULE 1 (Shares) 25

SCHEDULE 2 Form of Transfer Instrument 26

SCHEDULE 3 Form of Shareholder’s Letter of Authority 28

SCHEDULE 4 Form of Irrevocable Proxy 29

SCHEDULE 5 Form of Irrevocable Appointment 30

SCHEDULE 6 Form of Dividend Mandate 31

SCHEDULE 7 Form of Director/Secretary Resignation Letter 32

THIS CHARGE is made on 10 December 2018

BETWEEN:

RECITALS

NOW IT IS AGREED as follows:

“ Act ” means the Land and Conveyancing Law Reform Act 2009;

“ Authorisation ” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

“ Companies Act ” means the Companies Act 2014;

“ Delegate ” means any delegate, agent, manager, attorney or co-trustee appointed by the Lender or any Receiver;

“Event of Default ” has the meaning given to it in the Facility Agreement;

“ Examiner ” means an examiner appointed under section 509 of the Companies Act;

“Excluded Property ” means, in relation to any person, the equity interests of controlled foreign corporations (as defined in the US Internal Revenue Code) of such person (held directly or

1

indirectly through an entity that is disregarded for federal income tax purposes) in excess of 65% of the equity interests of such corporations;

“ Investments ” means the Shares and all present and future Related Rights accruing to all or any of the Shares;

“ Irish Company ” means Presbia Ireland, Limited, a company incorporated in Ireland (company No 532722);

“ Receiver ” means any one or more receivers and/or managers appointed by the Lender in respect of the Chargor or over all or any part of the Secured Assets;

“ Related Company ” means a company which is related within the meaning of section 2(10) of the Companies Act;

“ Related Rights ” means, in relation to any Shares:

“ Secured Assets ” means the assets of the Chargor both present and future mortgaged and charged to the Lender by or pursuant to this Charge and any reference to the “ Secured Assets ” shall include a reference to any part of them;

“ Secured Obligations ” means all monies, obligations and liabilities (including in respect of principal, interest, commission, discounts, fees, costs and expenses) which now are or hereafter may be or become due, owing or incurred by the Chargor to the Lender in any manner whatever under the Finance Documents (whether actual or contingent, whether solely or jointly or jointly and severally with one or more persons, in what ever style or name and whether as principal or as surety or in some other capacity, whether originally incurred by it or by some other person and whether originally due, owing or incurred by the Chargor to the Lender or some other person) including all monies, obligations and liabilities covenanted or guaranteed to be paid or discharged by the Chargor under or in connection with this Charge and any reference to “ Secured Obligations ” shall include a reference to any part of them;

“ Security ” means the security from time to time constituted by or pursuant to (or intended to be constituted by or pursuant to) this Charge and each and every part thereof;

“ Security Period ” means the period from the date hereof until the date upon which all of the Secured Obligations have been unconditionally and irrevocably paid and discharged in full and the Lender shall have ceased to be under any commitment to advance any amounts to the Chargor or the date upon which all of the Security shall have been unconditionally and irrevocably released and discharged; and

2

“ Shares ” means:

but excluding the Excluded Property.

3

The Chargor, as beneficial owner, as continuing security for the payment, performance and discharge of the Secured Obligations, hereby:

create, purport to create, grant, extend or permit to subsist or arise any encumbrance on or over all or any part of the Secured Assets or any interest therein.

4

The Chargor shall from time to time, at the request of the Lender but at the cost of the Chargor, take whatever action the Lender or a Receiver may reasonably require for:

including:

5

PROVIDED THAT the Chargor’s rights and powers relating to any of the Investments shall not be exercised in any manner which would:

6

in each case, in the name of Chargor, the registered holder or otherwise and irrespective of any direction given by the Chargor;  

in respect of the Investments.

The Chargor makes the representations and warranties set out in this clause 7 ( Representations ) to the Lender in accordance with clause 7.11 ( Times when representations made ).

7

The entry into and performance by it of its obligations under, and the transactions contemplated by, this Charge and the granting of the Security do not and shall not conflict with:

All Authorisations required or desirable:

have been (or shall be within any prescribed period in the case of any registration or filing) obtained or effected and are in full force and effect and all necessary fees required in connection therewith have been (or, as the case may be, shall be) paid.

It is, and shall at all times during the Security Period be, the sole, lawful and beneficial owner of all of the Secured Assets charged, mortgaged or, as the case may be, assigned, by it

8

hereunder, free from any encumbrance (other than an encumbrance permitted pursuant to clause 4.1).

The Security has or shall have the ranking in priority which it is expressed to have in this Charge and it is not subject to any prior ranking or pari passu ranking security.

It has not taken any corporate action nor have any other steps been taken or legal proceedings been started or, to the best of its knowledge and belief, threatened against it for its winding-up, liquidation, examinership, dissolution or re-organisation or for the appointment of a receiver, Examiner, trustee or similar officer of any or all of its assets or revenues.

The representations and warranties of the Chargor set out in this clause 7 ( Representations ) are made on the date of this Charge, shall survive the execution of this Charge and shall be correct and complied with in all respects and at all times during the continuance of the Security Period as if repeated therein by reference to the then existing circumstances.

9

10

in either case without notice to the Chargor.

12

The Lender may, at any time and from time to time, delegate by power of attorney or in any other manner (including under the hand of any officer of the Lender) to any person or persons or company or fluctuating body of persons all or any of the powers, authorities and discretions

13

which are, for the time being, exercisable by the Lender under this Charge and any such delegation may be made upon such terms and conditions (including power to sub-delegate) and subject to such regulations as the Lender may think fit, and the Lender shall not be in any way liable or responsible to the Chargor for any loss or damage arising from any act, default, omission, or misconduct on the part of any Delegate (or sub-delegate).

14

16

If the Chargor acts in breach of this clause, anything so received and any benefit derived directly or indirectly by it therefrom shall be held in trust for the Lender as a continuing security for the Secured Obligations.

in all cases in whatever currency or currencies and whether or not any period, of any deposit or by reference to which interest thereon is calculated, has expired.

If the Lender shall at any time receive or be deemed to have received notice of any subsequent mortgage, charge or interest affecting the Secured Assets or any assignment or transfer thereof which is prohibited by the terms of this Charge:

and as from such time and when such express written notice shall be given to the Chargor, all payments by or on behalf of the Chargor to the Lender shall be credited or treated as having been credited to such new account or accounts and not as having been applied in reduction of the Secured Obligations at such time.

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the Chargor agrees to indemnify and hold harmless the Lender from and against any loss suffered as a result of any discrepancy arising out of the conversion including:

A certificate signed by an officer of the Lender as to the amount at any time hereby secured or as to any applicable rate of interest shall, as against the Chargor, be conclusive evidence as to the amount thereof.

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shall be reimbursed by the Chargor to the Lender on demand on a full indemnity basis.

All payments to be made under this Charge shall be made free and clear of any deduction for, or on account of, tax unless the Chargor is required to make such payment subject to the deduction or withholding of tax, in which case the sum payable by the Chargor in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender receives and retains (free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.

in each case for the purpose of, and as defined in, the European Communities (Financial Collateral Arrangements) Regulations 2010 (SI No 626 of 2010) (the “Regulations”), the Lender shall have the right after the Security has become enforceable to appropriate all or any part of that financial collateral in or towards the satisfaction of the Secured Obligations.

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If at any time any one or more of the provisions of this Charge (or part of a provision of this Charge) is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability;

Any liberty or power which may be exercised or any determination which may be made hereunder by the Lender or any Receiver or Delegate may be exercised or made in its or his absolute or unfettered discretion without any obligation to give reasons therefore.

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No provision of this Charge creates a partnership between the parties or makes a party the agent of the other party for any purpose.  

This Charge and the documents referred to herein together constitute the entire agreement and understanding of the parties and supersede any previous agreement, statement, representation, warranty, understanding, undertaking, promise, assurance, usage or course of dealing between the parties relating to the subject matter of this Charge.

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provided that any notice or other communication given as described in clause 36.2(a) or clause 36.2(c) on a day that is not a business day or after normal business hours, in the place it is received, shall be deemed to have been received on the next business day.

This Charge may be executed in any number of counterparts and by the different parties to this Charge on separate counterparts, each of which, when executed and delivered, shall constitute an original, but all the counterparts shall together constitute but one and the same instrument.

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Exhibit 10.5

GUARANTY

Beneficiary:                       Richard S. Ressler, an individual

Issuer:                                   Presbia USA, Inc., a Delaware corporation

Guarantor:                             Presbia PLC, an Irish incorporated public limited company

THIS GUARANTY (this “ Guaranty ”) is dated for reference purposes and executed as of December 10, 2018, by the guarantor identified above (“ Guarantor ”), with reference to the following facts:

BACKGROUND:

A.  Guarantor is an affiliate of PRESBIA USA, INC., a Delaware corporation (the “ Issuer ”).  

B.  Issuer has issued to Beneficiary that certain Secured Promissory Note and that certain Security and Pledge Agreement, and Guarantor has issued to Beneficiary that certain Pledge Agreement, in each case of even date herewith (collectively, as from time to time amended, restated, supplemented or otherwise modified, the “ Loan Agreement ”).

C.  It is a condition precedent to the obligation of Beneficiary to extend credit to the Issuer pursuant to the Secured Promissory Note that Guarantor shall have executed and delivered to Beneficiary, inter alia, this Guaranty pursuant to which Guarantor shall guarantee all of the obligations of Issuer under the Loan Agreement and the other Transaction Documents (as defined in the Loan Agreement).

D.  The Guarantor shall directly or indirectly benefit from the extensions of credit to be made by Beneficiary to Issuer under the Secured Promissory Note.

NOW, THEREFORE, for and in consideration of Beneficiary's execution (as applicable) of the Loan Agreement and as a material inducement to Beneficiary to enter into the Loan Agreement, Guarantor hereby covenants with and represents and warrants to Beneficiary as follows:

1. Guarantor hereby irrevocably and unconditionally guarantees, the performance of all obligations under the Loan Agreement (the “ Guaranteed Obligations ”).  If Issuer at any time fails to pay or perform any Guaranteed Obligation, Guarantor will, upon demand from Beneficiary, immediately pay such sums and/or perform such Guaranteed Obligation.

2. This Guaranty is irrevocable and is a continuing guaranty while any of the Loan Agreement is outstanding.

3. Beneficiary may, without notice to or consent from Guarantor, alter, modify, compromise, accelerate, extend or change the time or manner for the payment or performance of any of the obligations guaranteed hereunder, and Beneficiary may release, substitute or add any one or more guarantors of Issuer's performance under the Loan Agreement and any related documents executed

by Issuer (collectively, the “ Instruments ”).  Beneficiary or any assignee of Beneficiary may assign the Instruments without consent or notice to Guarantor.  In any such event, this Guaranty shall thereafter guarantee the performance of Issuer under the Instruments as so changed, modified, altered or assigned until the Guaranteed Obligations are fully paid.  No exercise or non-exercise by Beneficiary of any right hereby given Beneficiary, no dealing by Beneficiary with Guarantor or any guarantor or any other person, and no change, impairment, release or suspension of any right or remedy of Beneficiary against any person, including Issuer and any other guarantor, shall in any way affect any of the obligations of Guarantor hereunder or shall give Guarantor any recourse against Beneficiary.

4. This Guaranty shall not be released, modified or affected by failure or delay on the part of Beneficiary to enforce any of the rights or remedies of Beneficiary under the Instruments, whether pursuant to the terms thereof or at law or in equity while the Loan Agreement is outstanding.  No provisions of this Guaranty or rights of Beneficiary hereunder can be waived in whole or in part nor can Guarantor be released from Guarantor's obligations hereunder except by a writing duly executed by an authorized officer of Beneficiary.

5. Guarantor, to the extent permitted by law, hereby expressly waives and relinquishes all rights, remedies and defenses accorded by applicable law to guarantors and agrees not to assert or take advantage of any such rights, remedies or defenses, including but not limited to (a) any right to require Beneficiary, as a condition to enforcement of this Guaranty, to proceed against Issuer or any other person or to pursue any other right or remedy in Beneficiary's power before proceeding against Guarantor; (b) the defense of the statute of limitations in any action hereunder or in any action for the collection of any indebtedness or the performance of any obligation hereby guaranteed; (c) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Beneficiary to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (d) any defense based upon the failure to give notice of the acceptance of this Guaranty by any person; (e) any defense based upon any modification, compromise, acceleration or change in the terms of the Instruments; (f) any defense based upon the failure to make, give or serve demand, notice of default or nonpayment, presentment, protest and all other notices of any kind to which Guarantor might be entitled in connection with this Guaranty or the Instruments; (g) any defense based upon an election of remedies by Beneficiary; (h) any defense based upon any lack of diligence by Beneficiary in enforcing the terms of the Instruments; (i) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than  that of the principal; (j) any duty on the part of Beneficiary to disclose to Guarantor any facts Beneficiary may now or hereafter know about Issuer, regardless of whether Beneficiary has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, or has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Issuer and of all circumstances bearing on the risk of nonperformance  of any obligations hereby guaranteed; (k) any defense arising because of an election made by Beneficiary under Section 1111(b)(2) of the Federal Bankruptcy Code or any similar statute; and (l) any defense based on any borrowing or grant of a security interest under Section 364 of the Federal Bankruptcy Code, it being agreed by Guarantor that this Guaranty is in the nature of an absolute guarantee of payment and performance and not of collection and that the

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failure of Beneficiary to exercise any rights or remedies it has or may have against Issuer shall in no way impair the obligation or liability of Guarantor hereunder.

6. No notice of default need be given to Guarantor, it being specifically agreed and understood that this Guaranty is a continuing guaranty under which Beneficiary may proceed forthwith and immediately against Issuer or against Guarantor following any breach or default (beyond the expiration of applicable notice and cure periods) by Issuer pursuant to or under the terms of the Instruments or at law or in equity.

7. Beneficiary shall have the right to proceed against Guarantor following any breach or default (beyond the expiration of applicable notice and cure periods) by Issuer without first proceeding against Issuer and without previous notice to or demand upon either Issuer or Guarantor.

8. Guarantor (a) shall have no right of subrogation against Issuer by reason of any payments or acts of performance by Guarantor in compliance with the obligations of Guarantor hereunder, (b) hereby waives any right to enforce any remedy which Guarantor now or hereafter shall have against Issuer by reason of any one or more payments or acts of performance by Guarantor in compliance with the obligations of Guarantor hereunder, and (c) subordinates any liability or indebtedness of Issuer now or hereafter held by Guarantor to the obligations of Issuer to Beneficiary under the Instruments.

9. Guarantor has made an independent investigation of the financial condition of Issuer and the ability of Issuer to perform the obligations hereby guaranteed prior to making this Guaranty, and Guarantor hereby waives any defense that Guarantor may have by reason of the failure of Beneficiary or any successor-in-interest to Beneficiary to provide Guarantor with any information respecting the financial condition of Issuer, or Issuer's ability to perform any of the obligations hereby guaranteed.

10. The obligations of Guarantor hereunder are independent of the obligations of Issuer, and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against Guarantor whether or not Issuer is joined therein or a separate action or actions are brought against Issuer  Beneficiary's rights hereunder shall not be exhausted by its exercise of any of its right or remedies or by any such action or by any number of successive actions until and unless all indebtedness and obligations, the payment and performance of which are hereby guaranteed, have been paid and fully performed.

11. Guarantor shall pay to Beneficiary attorneys' fees and all reasonable, actual, third party, out-of-pocket costs and expenses that Beneficiary expends or incurs during the period as to which this Guaranty is in force in collecting or compromising any indebtedness hereby guaranteed or in enforcing this Guaranty against Guarantor whether or not suit is filed, expressly including but not limited to all reasonable costs, attorneys' fees and expenses incurred by Beneficiary in connection with any insolvency, bankruptcy, reorganization, arrangement or other similar proceedings involving Guarantor which in any way affect the exercise by Beneficiary of its rights and remedies hereunder.

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12. If any provision or portion thereof of this Guaranty is declared or found by a court of competent jurisdiction to be unenforceable or null and void, such provision or portion thereof shall be deemed stricken and severed from this Guaranty, and the remaining provisions and portions thereof shall continue in full force and effect.

13. This Guaranty shall inure to the benefit of Beneficiary, its successors and assigns, and shall bind the heirs, executors, administrators, personal representatives, successors and assigns of Guarantor.

14. When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural and vice versa, and the masculine shall include the feminine and neuter and vice versa.  The word “person” as used herein shall include any individual, company, firm, association, partnership, corporation, trust or other legal entity of any kind whatsoever.

15. In the event any action is brought to enforce or interpret the terms of this Guaranty, the prevailing party in such action shall be entitled to reimbursement by the other party of its reasonable costs and expenses, including without limitation its reasonable attorneys' fees, incurred therein.

16. Subject to Section 17 , this Guaranty and all matters that in any way relate to the transactions contemplated by this Guaranty shall be governed by the laws of the State of California, and venue of all court actions shall be in Los Angeles County.

17. The parties agree that any dispute or controversy arising out of or relating to this Guaranty, or to the interpretation, performance, or breach thereof, shall be heard and decided exclusively by means of a reference pursuant to Section 638 et seq . of the Code of Civil Procedure of the State of California. Such reference shall be made to a retired judge of the Superior Court of the State of California (the “ Referee ”) who shall hear such dispute or controversy until the final determination thereof pursuant to Article VI, Section 21, of the California Constitution, Section 638 et seq . of the California Code of Civil Procedure, and Rule 244(a) of the California Rules of Court. The term “Referee” as used herein is intended to refer to and include the term “Temporary Judge” as used in the said provisions of the California Constitution and the California Rules of Court.  The Referee shall be selected by mutual agreement of the parties from the list of retired judges maintained by the Superior Court of the State of California for the County of Los Angeles. If the parties are unable to agree upon a retired judge to serve as the Referee, then upon petition by either party to the presiding judge of the Superior Court of the State of California for the County of Los Angeles (or such other judge as the presiding judge may designate for such purpose), such judge shall in his or her sole discretion select the particular retired judge who shall serve as the Referee. The cost of the Referee shall initially be divided equally between the parties, it being understood and agreed that, upon judgment, the prevailing party shall be entitled to reimbursement from the other party of all costs of litigation, including the cost of the Referee.

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WHEREFORE, Guarantor has executed this Guaranty as of the day and year first above written.

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Exhibit 10.6

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (as amended, restated, modified or supplemented and in effect from time to time, this “ Agreement ” ) is executed as of December 10, 2018 (the “ Closing Date ”), by and between PRESBIA PLC , a company incorporated in Ireland (registered no. 539137 ), whose registered office is at Riverside One, Sir John Rogerson’s Quay, Dublin 2, Ireland (“ Pledgor ”), and RICHARD RESSLER, as the lender (together with any successors, “ Lender ”).

RECITALS

A. This Agreement is entered into in connection with that certain Secured Promissory Note, dated the date hereof (as amended, restated or supplemented from time to time, the “ Loan Agreement ”), made by PRESBIA USA, INC., a Delaware corporation (the “ Borrower ”) in favor of Lender, pursuant to which Lender has agreed to make certain advances (the “ Loans ”) thereunder to Borrower on the terms and subject to the conditions set forth therein.

B. Pledgor is the sole owner, directly or indirectly, of 100% of the issued and outstanding common stock of the Pledged Issuer (as defined below).

C. Pledgor has agreed to enter into a Guaranty on or about the date of this Agreement to guarantee all of the obligations of the Borrower under the Loan Agreement and the other Loan Documents (the “ Guaranty ”) and to grant to Lender a security interest in, and pledge and assign to Lender, the Collateral described herein, to secure the payment and performance of the obligations under the Guaranty (the “ Obligations ”) when due.

D. The members of the board of managers, board of directors or other applicable governing body of Pledgor have determined that Pledgor’s execution, delivery and performance of this Agreement may reasonably be expected to benefit Pledgor, directly or indirectly, and are in the best interest of Pledgor.

E. It is expressly understood between Pledgor and Lender that the execution and delivery of this Agreement is a condition precedent to Lender’s obligations to extend credit under the Loan Agreement.

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

Certain Definitions .

CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS AGREEMENT HAVE THE MEANINGS GIVEN THEM IN THE LOAN AGREEMENT OR IN THE UCC.  If the definition given a term in the Loan Agreement conflicts with the definition given that term in the UCC, the Loan Agreement definition shall control to the extent allowed by Law.  Terms used in this Agreement which are not capitalized but which are defined in the UCC shall have the meanings given them in the UCC.  If the definition given a term in Article 9 of the UCC conflicts with the definition given that term in any other article of the UCC, the Article 9 definition shall control.  As used in this Agreement:

“ Collateral ” is defined in Section 3 .

“ Event of Default ” means an “Event of Default” under and as defined in the Loan Agreement.

“ Equity Power ” means a stock power or equity power, as applicable, substantially in the form of Annex A to this Agreement, executed and delivered by Pledgor to Lender pursuant to the terms of this Agreement.

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“ Equity Securities ” means, with respect to any Person (other than an individual):

(a) all of such Person’s issued and outstanding capital stock (including but not limited to common stock and preferred stock), partnership interests, membership interests, equity interests, profits interests, warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock or other equity or profits interests of such Person;

(b) all of the (i) securities convertible into or exchangeable for shares of capital stock, partnership interests, membership interests, equity interests or profits interests of such Person, and (ii) warrants, rights or options for the purchase or acquisition from such Person of any such shares or interests; and

(c) all of the other equity or profit interests in such Person, whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ Fraudulent Conveyance ” is defined in Section 5 of this Agreement.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government and includes a private mediation or arbitration board or panel.

“ Laws ” means all applicable statutes, laws, treaties, ordinances, rules, regulations, orders, writs, injunctions, decrees, judgments, and the terms of any license or permit issued by any Governmental Authority.

“ Loan Document ” means the “Transaction Documents” as defined in the Loan Agreement.

“ Obligor ” is defined in Section 11(b) .

“ Payment in Full ” and “ Paid in Full ” means, with respect to the Obligations, that (a) all Loans and accrued interest under the Loans and all other Obligations which are guaranteed pursuant to the Guaranty have been repaid in full in cash and no Loan or other such Obligation remains outstanding (except, in each case, for (i) any provisions thereof, such as indemnification provisions, which by their terms survive termination and (ii) unasserted contingent Obligations and other contingent Obligations not then due and owing); provided that no such payment of the principal of or interest on any Loan or any other amount guaranteed under the Guaranty has been rescinded or is required to be restored or returned in connection with the insolvency, bankruptcy or reorganization of Pledgor or otherwise, and (b) any and all other commitments by Lender under the Loan Agreement and any other Obligation guaranteed by the Guaranty have been terminated or expired .

“ Person ” means any natural person, sole proprietorship, partnership, limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, syndicate, Governmental Authority or other entity or organization.

“ Pledged Interests ” is defined in Section 3(a) .

“ Pledged Issuer ” means individually, and “ Pledged Issuers ” means collectively, each of the “Pledged Issuers” set forth on Schedule 1 .

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“ Schedule 1 ” means Schedule 1 attached to this Agreement, as amended, restated or supplemented from time to time.

“ Securities Act ” means the Securities Act of 1933, as in effect from time to time.

“ Security Interest ” means the security interests granted and the transfers, pledges and collateral assignments made under Section 3 of this Agreement.

“ Tax Code ” means the Internal Revenue Code of 1986 , as amended, and related rules and regulations.

“ UCC ” means (a) generally, and with respect to the definitions above, the Uniform Commercial Code, as adopted in California, as amended from time to time, and (b) with respect to rights in states other than California, the Uniform Commercial Code as enacted in the applicable state, as amended from time to time.

“ Voting Rights Election ” is defined in Section 11(d) .

Loan Agreement .

This Agreement is being executed and delivered pursuant to the terms and conditions of the Loan Agreement and the other Loan Documents.  

Security Interest .

In order to secure the full and complete payment and performance of the Obligations when due, Pledgor hereby grants to Lender a continuing security interest in, and pledges and collaterally assigns to Lender, all of its rights, title and interest in and to the following (collectively, the “ Collateral ”):

(a) the Equity Securities of the Pledged Issuers described in Schedule 1 (the “ Pledged Interests ”), whether or not evidenced or represented by any stock certificate, unit certificate, certificated security or other instrument, the certificates representing the Pledged Interests (if any), all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including, but not limited to, any stock or other equity dividends and any distributions in connection with a stock or other equity split) from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests;

(b) all investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of such Pledgor in respect of the foregoing, and all other assets now or hereafter received or receivable with respect to the foregoing;

(c) all security entitlements of such Pledgor in any and all of the foregoing; and

(d) all proceeds (including proceeds of proceeds) of any and all of the foregoing;

in each case, whether now owned or hereafter acquired by such Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

No Assumption or Modification .

The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligations when due, and is given as security only.  Lender does not assume and shall not be liable for Pledgor’s liabilities, duties, or obligations under or in connection with the Collateral.  Neither Lender’s acceptance of this Agreement nor its taking any action in carrying out this Agreement shall constitute Lender’s approval of the Collateral or Lender’s

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assumption of any obligation under or in connection with the Collateral.  This Agreement does not affect or modify Pledgor’s obligations with respect to the Collateral.

Fraudulent Conveyance .

Notwithstanding anything contained in this Agreement to the contrary, Pledgor agrees that if, but for the application of this Section 5 , the Obligations or any Security Interest would constitute a preferential transfer under 11 U.S.C. § 547, a fraudulent conveyance under 11 U.S.C. § 548 (or any successor section) or a fraudulent conveyance or transfer under any state fraudulent conveyance or fraudulent transfer Law or similar Law in effect from time to time (each a “ Fraudulent Conveyance ” ), then the Obligations and each affected Security Interest will be enforceable against Pledgor to the maximum extent possible without causing the Obligations or any Security Interest to be a Fraudulent Conveyance, and shall be deemed to have been automatically amended to carry out the intent of this Section 5 .

Representations and Warranties .

Pledgor hereby represents and warrants to Lender, as of the date hereof, as follows:

(a) The execution, delivery and performance by Pledgor of this Agreement and Pledgor’s performance of its obligations under this Agreement (i) are within its corporate, company or partnership power, (ii) have been duly authorized by all necessary corporate, company or partnership action, and no other corporate, company or partnership action on the part of Pledgor is necessary to authorize this Agreement, (iii) do not require action by, or filing with, any Governmental Authority or any action by any other Person ( other than any action taken or filing made on or before the Closing Date), except where a failure to obtain such approval could not reasonably be expected to result in a material adverse effect on its business, assets or financial condition, (iv) do not violate any provision of Pledgor’s organizational documents, (v) do not violate any material provision of Law or any order of any Governmental Authority, in each case applicable to Pledgor, (vi) do not materially violate, or constitute a material breach of, any material agreements to which it is a party, and (vii) will not result in the creation or imposition of any Lien on any asset of Pledgor other than Liens in favor of Lender.

(b) This Agreement has been duly executed and delivered by Pledgor and constitutes the legal, valid, and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding in equity or at law), and except to the extent the indemnification provisions contained herein may be limited by applicable federal or state securities laws.

(c) Pledgor has received and will receive the benefits of the Loans, and such benefits constitute good and valuable consideration for the Security Interest.

(d) The Pledged Interests are duly authorized, validly issued, fully paid and non-assessable, and transfer thereof is not subject to any restrictions other than restrictions imposed by applicable securities and corporate laws.

(e) Pledgor owns the Collateral set forth on Schedule 1 free and clear of all Liens except for the Liens created hereunder.

(f) The information contained on Schedule 1 is a true, accurate and complete description of all Equity Securities that are held by Pledgor.

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Covenants .

Pledgor shall:

(a) Promptly notify Lender of any material change in any fact or circumstances represented or warranted by Pledgor with respect to any of the Collateral.

(b) Promptly notify Lender of any claim, action or proceeding challenging the Security Interest or adversely affecting title to all or any portion of the Collateral and, at the request of Lender, appear in and defend, at Pledgor’s expense, any such action or proceeding.

(c) Not sell, assign or otherwise dispose of any Collateral, except as may be permitted in the Loan Agreement.

(d) Not create, incur or suffer to exist any other Lien upon any of the Collateral.

(e) At Pledgor’s expense and Lender’s reasonable request, file or cause to be filed such applications and take such other actions to obtain the consent or approval of any Governmental Authority to Lender’s rights hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such Governmental Authority.

(f) From time to time promptly execute and deliver to Lender all such other Equity Powers, assignments, certificates, supplemental documents, and financing statements (if appropriate) and amendments thereto, and do all other acts or things as Lender may reasonably request in order to more fully create, evidence, perfect, continue and preserve the priority of the Security Interest.

(g) Pledgor hereby agrees that if any of the Pledged Interests are at any time not evidenced by certificates of ownership, then Pledgor shall cause the applicable Pledged Issuer with respect to such Pledged Interests to record such pledge on the equityholder register or the books of the issuer and, upon Lender’s request, shall cause such Pledged Issuer to execute and deliver to Lender an acknowledgment of the pledge of such Pledged Interests in a form reasonably satisfactory to Lender.

Default; Remedies .

Should an Event of Default occur and be continuing, Lender may, at its election, exercise any and all rights available to a secured party under the UCC, in addition to any and all other rights afforded by the Loan Documents, at law, in equity, or otherwise, including, without limitation, exercising any or all Equity Powers delivered to Lender with respect to the Pledged Interests or applying by appropriate judicial proceedings for appointment of a receiver for all or part of the Collateral (and Pledgor hereby consents to any such appointment).

Notice .

Should an Event of Default occur and be continuing and Lender elects to exercise its right to sell any of the Collateral, reasonable notification of the time and place of any public sale of the Collateral, or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be sent to Pledgor and to any other person entitled to notice under the UCC; provided, that if any of the Collateral threatens to decline speedily in value or is of the type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without notification, advertisement, or other notice of any kind.  It is agreed that notice sent or given not less than

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ten (10) calendar days prior to the taking of the action to which the notice relates is reasonable for the purposes of this Section 9 .

Sales of Securities .

Pledgor recognizes that Lender may deem it impracticable to effect a public sale of all or any part of the Pledged Interests or any other securities constituting Collateral.  Lender is authorized, but not obligated, to limit prospective purchasers to the extent deemed necessary or desirable by Lender to render such sale exempt from the registration requirements of the Securities Act, and any applicable state securities laws, and no sale so made in good faith by Lender shall be deemed not to be “commercially reasonable” because so made.  Lender may make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof.  Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Lender shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act.  Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Los Angeles, California (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that Lender may, in such event, bid for the purchase of such securities.

11. Other Rights of Agent .

(a) Performance .  In the event Pledgor shall fail to perform any of its obligations hereunder with respect to the Collateral, then Lender may, at its option, but without being required to do so, take such action which Pledgor is required, but has failed or refused, to take.  

(b) Collection .  Upon notice from Lender, each Person obligated with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an “ Obligor ” ) is hereby authorized and directed by Pledgor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Lender, regardless of whether Pledgor was previously making collections thereon.  Subject to Section 11(e) hereof, until such notice is given, Pledgor is authorized to retain and expend all payments made on Collateral.  Lender shall have the right in its own name or in the name of Pledgor to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Lender may determine; to demand, collect, receive, receipt for, sue for, compound and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Pledgor on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of Lender; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Agreement.  If any Obligor fails or refuses to make payment on any Collateral when due, Lender is authorized, in its sole reasonable discretion, either in its own name or in the name of Pledgor, to take such action as Lender shall deem appropriate for the collection of any such amounts.  The foregoing rights granted to Lender under this Section 11(b) may only be exercised when an Event of Default has occurred and is continuing.  Regardless of any other provision hereof, Lender shall not be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral,

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nor shall Lender be under any duty whatsoever to anyone except Pledgor to account for funds that Lender shall actually receive hereunder.  Without limiting the generality of the foregoing, Lender shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Pledgor with respect to any of such matters (irrespective of whether Lender actually has, or may be deemed to have, knowledge thereof).    

(c) Record Ownership of Securities .  When an Event of Default has occurred and is continuing, Lender at any time may have the Collateral registered in its name, or in the name of its nominee or nominees, as pledgee, and be admitted as an equity owner of the Pledged Issuers, with all attendant rights thereto, without the taking of any further action by any Person, all notwithstanding any provision or requirement to the contrary in any such Pledged Issuer’s governing documents.  Pledgor shall execute and deliver to Lender all such proxies, powers of attorney, dividend coupons or orders and other documents as Lender may reasonably request for the purpose of enabling Lender to exercise the voting rights and powers which it is entitled to exercise hereunder and to receive the dividends and other payments which it is authorized to receive and retain hereunder.  Nothing in this Agreement shall prohibit the issuance of cash dividends by any Pledged Issuer if such distribution is permitted under the Loan Agreement.

(d) Voting of Securities .  So long as no Event of Default has occurred and is continuing, and during the continuance of an Event of Default until Lender shall have delivered to Pledgor a written notice stating that an Event of Default has occurred and is continuing under the Loan Agreement and Lender elects to exercise sole control of the voting rights under the Collateral (a “ Voting Rights Election ”), Pledgor shall be entitled to exercise all rights attached to or pertaining to the Collateral including the voting rights.  After the occurrence and during the continuance of an Event of Default, effective immediately upon delivery of a Voting Rights Election by Lender to Pledgor, the right to vote the Collateral shall be vested exclusively in Lender.  To this end, Pledgor irrevocably appoints Lender the proxy and attorney-in-fact of Pledgor, with full power of substitution, to vote and to act with respect to the Collateral and to exercise any and all other rights which Pledgor may have as a shareholder or other equityholder in any Pledged Issuer subject to the understanding that such proxy may not be exercised unless an Event of Default has occurred and is continuing and Agent shall have delivered a Voting Rights Election to Pledgor.  The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.

(e) Certain Proceeds .  Any and all equity dividends or distributions in property made on or in respect of the Collateral, and any proceeds of the Collateral, whether such dividends, distributions, or proceeds result from a subdivision, combination or reclassification of the Equity Securities of any Person or as a result of any merger, consolidation, acquisition or other exchange of assets to which Pledgor or Pledged Issuer may be a party, or otherwise, shall be part of the Collateral hereunder, shall, if received by Pledgor, be held in trust for the benefit of Lender, and shall forthwith be delivered to Lender (accompanied by proper instruments of assignment and/or Equity Powers executed by Pledgor in accordance with Lender’s instructions) to be held subject to the terms hereof.  Prior to the occurrence and continuation of an Event of Default, any cash proceeds of Collateral which come into the possession of Lender may, at Pledgor’s option, be applied in whole or in part to the Obligation, or be released in whole or in part to or on the written instructions of Pledgor for any general or specific purpose not in violation of the Loan Agreement, or be retained in whole or in part by Lender as additional Collateral.  Upon the occurrence and during the continuance of an Event of Default, any cash proceeds of Collateral shall be applied to the Obligations.

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(f) Financing Statements .  Pledgor hereby irrevocably authorizes Lender at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) (A) indicate the Collateral as “the Collateral described in the Pledge Agreement,” (B) describe the Collateral in terms similar to those used in Section 3 , or (C) otherwise describe the Collateral as being of an equal or lesser scope or with greater detail, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, and (ii) contain any other information required by Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment.  Pledgor further ratifies and affirms its authorization for any financing statements and/or amendments thereto that Lender has filed in any jurisdiction prior to the date of this Agreement with respect to the Collateral.

Jury Waiver ; Venue and Service of Process .  

EACH OF PLEDGOR AND LENDER hereby voluntarily, knowingly, irrevocably and unconditionally waive any right to have a jury participate in resolving any dispute (whether based upon contract, tort or otherwise) between PLEDGOR AND LENDER arising out of or in any way related to this Agreement, or any relationship between PLEDGOR AND LENDER.  Each party to THIS AGREEMENT, in each case for itself, its successors and assigns, (a) irrevocably submits and consents to the exclusive jurisdiction of the state and federal courts of the state of California SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN (and of the appropriate appellate courts therefrom), (b) irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any Litigation arising out of or in connection with thIS AGREEMENT brought in the district court of Los Angeles county, California, or in the United States District Court for the central District of california, (c) irrevocably waives any claims that any litigation brought in any of the aforementioned courts has been brought in an inconvenient forum, (d) irrevocably consents to the service of process out of any of those courts in any Litigation by the mailing of copies thereof by certified mail, return receipt requested, postage prepaid, by hand-delivery, or by delivery by a nationally recognized courier service, and service shall be deemed complete upon delivery of the legal process at its address set out in thE LOAN Agreement, and (e) irrevocably agrees that any legal proceeding against any party to THIS AGREEMENT arising out of or in connection with THIS AGREEMENT may be brought in one of the aforementioned courts.  The scope of each of the foregoing consents and waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims.  PLEDGOR acknowledges that these consents and waivers are a material inducement to Lender’S agreement to enter into a business relationship, that LENDER HAS already relied on these consents and waivers in entering into this Agreement, and that LENDER

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will continue to rely on each of these consents and waivers in related future dealings.  

13. Miscellaneous .

(a) Term .  Upon Payment in Full without Lender having exercised its rights under this Agreement, this Agreement shall terminate.

(b) Limitation.   Neither this Agreement nor any covenants, agreements, security, liabilities, undertakings, representations, warranties or acknowledgements of the Pledgor contained in this Agreement shall be deemed to have been undertaken or incurred to the extent that they would constitute unlawful financial assistance within the meaning of section 82 of the Companies Act or a breach of section 239 of the Companies Act or any equivalent or applicable provisions under the laws of Ireland or any other relevant jurisdiction.

(c) Notice .  Any notice or communication required or permitted under this Agreement must be given as prescribed in the Loan Agreement.

(d) Governing Law .  This Agreement is to be construed, and its performance enforced, under California law without regard to conflict of law principles.

(e) Multiple Counterparts and Facsimile Signatures .  This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document.  All counterparts must be construed together to constitute one and the same instrument.  This Agreement may be transmitted and signed by electronic mail and facsimile, and (.pdf) and facsimile copies of manually-signed originals shall have the same effect as manually-signed originals and shall be binding on Pledgor and Lender.

(f) Binding Effect; Survival .  This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective successors and permitted assigns.  Unless otherwise provided, all covenants, agreements, indemnities, representations and warranties made in this Agreement survive and continue in effect until the Obligations have been Paid in Full.

(g) Amendments .  This Agreement may be amended, modified, supplemented or be the subject of a waiver only by a writing executed by Lender and Pledgor.  

(h) Judicial Reference.   The parties agree that any dispute or controversy arising out of or relating to this Guaranty, or to the interpretation, performance, or breach thereof, shall be heard and decided exclusively by means of a reference pursuant to Section 638 et seq . of the Code of Civil Procedure of the State of California. Such reference shall be made to a retired judge of the Superior Court of the State of California (the “ Referee ”) who shall hear such dispute or controversy until the final determination thereof pursuant to Article VI, Section 21, of the California Constitution, Section 638 et seq . of the California Code of Civil Procedure, and Rule 244(a) of the California Rules of Court. The term “Referee” as used herein is intended to refer to and include the term “Temporary Judge” as used in the said provisions of the California Constitution and the California Rules of Court.  The Referee shall be selected by mutual agreement of the parties from the list of retired judges maintained by the Superior Court of the State of California for the County of Los Angeles. If the parties are unable to agree upon a retired judge to serve as the Referee, then upon petition by either party to the presiding judge of the Superior Court of the State of

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California for the County of Los Angeles (or such other judge as the presiding judge may designate for such purpose), such judge shall in his or her sole discretion select the particular retired judge who shall serve as the Referee. The cost of the Referee shall initially be divided equally between the parties, it being understood and agreed that, upon judgment, the prevailing party shall be entitled to reimbursement from the other party of all costs of litigation, including the cost of the Referee.

(i) Entirety .  THIS AGREEMENT, THE LOAN AGREEMENT AND THE Loan Documents REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.  

[ Signatures appear on the following page(s) ]

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IN WITNESS WHEREOF, the parties have executed and delivered this Pledge Agreement as of the date first written above.

[Signature Page to Pledge Agreement]

[Signature Page to Pledge Agreement]

Schedule 1

ANNEX A

TO

PLEDGE AGREEMENT

FORM OF EQUITY POWER

(See attached.)

EQUITY POWER

FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto _______________________________, ____________________ shares of common stock of Presbia USA, Inc. a Delaware corporation (the “ Company ”), evidenced by Certificate No. ____ and registered in its name on the books of the Company, and does hereby irrevocably constitute and appoint ____________________________ as its attorney to transfer said shares on the books of the Company with full power of substitution in the premises.

Dated: _______________ ____, ______

Exhibit 10.7

Richard S. Ressler

4700 Wilshire Blvd.

Los Angeles, CA 90010 USA

323-860-9500

SUBSCRIPTION LETTER FOR SHARES

10 December 2018

Presbia PLC

Ten Earlsfort Terrace

Dublin 2

D02 T380

Dear Sirs

Presbia PLC (the “Company”) - Subscription for Preferred Shares

I irrevocably and unconditionally apply for the allotment and issue to me of 100 preferred shares (of which the designations, rights and restrictions attached to such shares are set out in Schedule 1) of US$0.001 each in the capital of the Company (the “ Preferred Shares ”) for an aggregate purchase price of US$100,000 (the “ Subscription Price ”) subject to and in accordance with the Company’s articles of association.

Conditional upon the allotment to us of the Preferred Shares, I request and authorise you to enter my name in the register of members of the Company as the holder of the Preferred Shares.

This letter shall be governed by, and construed in accordance with, the laws of Ireland.

.

SCHEDULE 1

The series of preferred shares to be allotted and issued pursuant to this subscription letter will be designated as “ series 2 redeemable preferred shares ” (each a “ Preferred Share ” and together the “ Preferred Shares ”) and will be limited in number to 100 (one hundred) Preferred Shares.

The Preferred Shares shall not confer on the holders thereof the right to receive notice of, attend and vote at general meetings of the Company, however, any variation of the rights attached to the Preferred Shares may only be varied if the holders of at least 75 per cent., in nominal value, of the issued Preferred Shares, consent in writing to the variation or a special resolution passed at a separate general meeting of the holders of the Preferred Shares, sanctions the variation.

The Preferred Shareholders shall not carry a right to any dividend declared by the Company.  Notwithstanding this, no payment of dividends or distributions may be made to ordinary shareholders of the Company before the Preferred Shares have been redeemed in full.

Upon the occurrence of a Liquidation, before any distribution or payment shall be made to the ordinary shareholders of the Company and subject to the rights of any of the Preferred Shares that may from time to time come into existence, the holders of Preferred Shares shall be entitled to be paid out of the surplus assets of the Company available for distribution after payment of the Company’s liabilities for each Preferred Share held by them, an amount equal to the Subscription Price (the “ Preferred Share Distribution ”).  If upon a Liquidation, the assets of the Company shall be insufficient to make payment in full to all holders of Preferred Shares, then such assets (or consideration) shall be distributed among the Preferred Shareholders at the time outstanding, in proportion as nearly as may be to the full amounts to which they would have been otherwise respectively entitled.  After completion of payment in full of the Preferred Share Distribution, the remaining assets of the Company available for distribution, if any, shall be distributed to the ordinary shareholders pro-rata according to the number of ordinary shares held by them.

The Company shall have the unconditional unilateral right to redeem any Preferred Share in issue at any time for a redemption price equal to the Subscription Price and the Company will have the irrevocable authority to authorise and instruct the company secretary (or any other person appointed for the purpose by the directors of the Company)