0001437749-11-004353 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 28th, 2011 • TearLab Corp • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 23, 2011 by and among TearLab Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 28th, 2011 • TearLab Corp • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 23, 2011, by and among TearLab Corporation, a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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