Representation and Warranties. To induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender that:

Company Representation. The Company represents and warrants that # it is fully authorized by action of its Board (and of any other person or body whose action is required) to enter into this Agreement and to perform the obligations set forth herein, # the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any agreement, arrangement, plan or corporate governance document to which it is a party or by which it is bound and # upon the execution and delivery of this Agreement by the Parties, this Agreement shall be its valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

In addition to any covenants made by it elsewhere in the Supply Agreement, each Party hereby covenants to the other Party that:

Warranties and Covenants. Consultant represents and warrants to Presbia that he has full power and authority to enter into and perform this Agreement without conflict with any other Agreements to which Consultant is a party, and covenants that he shall not enter into any agreement, or engage in any conduct, which conflicts with, or prevents the performance of, Consultant’s duties and obligations hereunder. Consultant further represents and warrants that [Exhibit B] contains a full and accurate description of all agreements, to which Consultant is a party, requiring Consultant to perform consulting or other services similar to those to be performed by Consultant under this Agreement. Consultant further covenants that at all times during the Term he shall perform the Consulting Services strictly in compliance with all applicable federal, state and local laws and regulations.

Employee Representation and Warranties. Employee represents that Employee does not have any contractual or other obligations that would conflict with employment by the Company. In particular, Employee represents that Employee is not bound by any agreement, understanding, or other obligation with or to any person or entity (including, without limitation, any non-competition agreement) that prohibits Employee from accepting or continuing employment by the Company and fully performing all duties for the Company. In addition, Employee acknowledges and agrees to the following:

UCC Representation and Warranties. The Seller’s exact legal name is, and for the immediately preceding five years has been, “[[Seller:Organization]]” Seller is, and for the prior ten years has been, incorporated in the State of Delaware.

STANDARD REPRESENTATION AND WARRANTIES. For each transaction

Representations, Warranties and Covenants of Company. Company hereby represents, warrants and covenants to ABG that:

Company Covenants. Until all of Company’s obligations under the Note are paid and performed in full, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: # Company will timely file on the applicable deadline all reports required to be filed with the SEC pursuant to [Sections 13 or 15(d)] of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; # the Common Stock shall be listed or quoted for trading on any of # NYSE, # NASDAQ, # OTCQX, # OTCQB, or # OTC Pink; # trading in Company’s Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading market for more than two (2) consecutive Trading Days; and # Company will not enter into any financing transaction with John Kirkland or any of his affiliated entities.

#[[DURECT:Organization]] Representation, Warranties and Covenants