0001553350-15-000829 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 12th, 2015 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Illinois

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 11, 2015, 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 • August 12th, 2015 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Illinois

THIS PURCHASE AGREEMENT (the “Agreement”), dated as of August 11, 2015, by and between GELTECH SOLUTIONS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • August 12th, 2015 • GelTech Solutions, Inc. • Plastic material, synth resin/rubber, cellulos (no glass)

This Amendment No. 1 to Common Stock Purchase Warrant (this “Amendment”), dated as of August 11, 2015 (the “Effective Date”), is entered into by and between GelTech Solutions, Inc., a Delaware corporation (the “Company”), and Lincoln Park Capital Fund, LLC, an Illinois limited liability company (the “Holder”).

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