0001354488-10-003350 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 4th, 2010 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Illinois

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 1, 2010, by and between GELTECH SOLUTIONS, INC., a Delaware corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

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PURCHASE AGREEMENT
Purchase Agreement • November 4th, 2010 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of September 1, 2010, by and between GELTECH SOLUTIONS, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

CREDIT ENHANCEMENT AND FINANCING SECURITY AGREEMENT
Credit Enhancement and Financing Security Agreement • November 4th, 2010 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida

THIS CREDIT ENHANCEMENT AND FINANCING SECURITY AGREEMENT (the "Agreement") is made as of May 20, 2010 (the "Effective Date"), by and between GelTech Solutions, Inc., a Delaware corporation (the "Company"), and Michael Reger (the "Reger").

GELTECH SOLUTIONS, INC.
Letter Agreement • November 4th, 2010 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass)

This letter agreement (the “Agreement”) documents our understanding regarding amending that certain Purchase Agreement dated September 1, 2010 (the “Purchase Agreement”) between Lincoln Park Capital Fund, LLC and GelTech Solutions, Inc. (the “Company”). This Agreement hereby amends the Purchase Agreement by deleting the following from Section 11(a) of the Purchase Agreement:

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