SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2009 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 15, 2009, is made by and among OccuLogix, Inc. (the “Company”), a Delaware corporation with executive offices located at 11025 Roselle Street, Suite 100, San Diego, CA, and the party executing the Lender Signature Page attached hereto (individually, a “Lender” and, collectively, the “Lenders”).
SECURITY AGREEMENTSecurity Agreement • July 16th, 2009 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • New York
This Security Agreement (this “Security Agreement”), dated as of July 15, 2009, is executed by OccuLogix, Inc. (dba TearLab Corporation), a Delaware corporation (together with its successors and assigns, “Company”), in favor of Collateral Agent (as herein defined) on behalf of the Investors listed on the signature pages hereof.
Re: Bridge Financing Letter AgreementLetter Agreement • July 16th, 2009 • OccuLogix, Inc. • Surgical & medical instruments & apparatus
Reference is made to the OccuLogix, Inc., dba TearLab Corporation (the “Company”) bridge note financing (the “Financing”) pursuant to the Securities Purchase Agreement, 12% Convertible Notes (the “Notes”), Warrant, and Security Agreement. Capitalized terms used herein but not otherwise defined have the meanings defined in the Note.
ContractOccuLogix, Inc. • July 16th, 2009 • Surgical & medical instruments & apparatus • New York
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION OF THIS WARRANT OR ANY SUCH SECURITIES MAY BE EFFECTED EXCEPT (i) PURSUANT TO EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS, (iii) FOLLOWING RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE IN COMPLIANCE WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
