CONFIDENTIAL
TREATMENT REQUESTED


 


CONFIDENTIAL
PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION
THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.


 


Addendum
to the Manufacturing, Supply and Development Agreement of 2016


 


entered
into between


 


MiniFAB
(Aust) Pty Ltd


 


ACN
100 768 474


 


and


 


TearLab
Research, Inc.


 


Date
of this Addendum: August 9, 2018


 


	1	Glossary
	 	 
	 	In
    this addendum, unless the context otherwise requires, the terms in the first column below have the meaning given to them in
    the second column. Terms that are capitalised in this Addendum but not defined below, have the meanings used in the Agreement.


 


	 	Addendum	 	this
    addendum to the Agreement
	 	 	 	 
	 	Agreement	 	the
    Manufacturing, Supply and Development between the parties dated March 2016 for the manufacture of the ‘Product’
    described as the TCI card
	 	 	 	 
	 	New
    Agreement	 	the
    Manufacturing, Supply and Development between the parties dated August 9, 2018 for the manufacture of the ‘Product’
    described as “Discovery Test Card, together with the Reagents, capsule and applicable packaging ...”
	 	 	 	 
	 	Aggregate
    Product Volume	 	The
    aggregate of the order volumes for the TCI cards and the Discovery Test Card, under both the Agreement and the New Agreement,
    respectively
	 	 	 	 
	 	Discovery
    Test Card	 	the
    ‘Discovery Test Card’ as described in schedule 2 of the New Agreement
	 	 	 	 
	 	TCI
    Card	 	the
    ‘Base TCI card’ (or ‘Base Card’) as described in schedule 2 of the Agreement


 


	2	Volumes
    and pricing
	 	 
	2.1	TCI
    Card pricing will remain fixed at the current price of [***], except as provided under 2.2 below.


 


[***]
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


 




    	 



    	 -2-



    

 


	2.2	Without
    limiting clause 11.3 of the Agreement, if:


 


	 	(1)	 	the
    average monthly order volume of TCI Cards, on a rolling six month average, falls below [***] cards per month; or
	 	 	 	 
	 	(2)	 	the
    Aggregate Product Volume in the calendar year commencing 12 months after the launch of the ‘Discovery’ product
    under the New Agreement is below [***] cards; or
	 	 	 	 
	 	(3)	 	the
    Aggregate Product Volume in any calendar year after 24 months after the launch of the ‘Discovery’ product under
    the New Agreement falls below [***] cards, then
the parties will renegotiate the pricing for the supply of TCI Cards under the Agreement.


 








	3	Operative
    effect
	 	 
	 	By
        executing this addendum the parties agree that the terms of this Addendum are incorporated into the Agreement, which is
        varied accordingly, with effect from the date of execution.

        



 


	 	Executed by MiniFAB (Aust) Pty

                                                                        Ltd in accordance with section 127 of

                                                                        the Corporations Act 2001:
	 	 
	 	 	 	 
	 	/s/
    Michael Wilkinson	 	/s/
    Erol Harvey
	 	Director/company
    secretary	 	Director
	 	 	 	 
	 	MICHAEL
    WILKINSON	 	EROL
    HARVEY
	 	Name
        of director/company secretary

        (BLOCK
        LETTERS)
	 	Name
        of director

        (BLOCK
        LETTERS)



 





	 	Signed for and on behalf of TearLab Research, Inc.

                                                                        by its authorised representative in the presence of:
	 	 
	 	 	 	 
	 	/s/ Michael
                                         Marquez



	 	/s/ Seph
                                         Jensen




	 	Signature
    of witness	 	Signature
    of authorised representative
	 	 	 	 
	 	MICHAEL MARQUEZ



	 	SEPH JENSEN




	 	Name
        of witness

        (BLOCK
        LETTERS)
	 	Name
        of authorised representative

        (BLOCK
        LETTERS)

	 	 	 	 
	 	940 S. Kimball,
                                         Southlake, TX USA



	 	 
	 	Address
    of witness	 	 


 


[***]
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.