Exhibit
4.01


 





THIS
WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS
OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
This warrant must be surrendered to the coMPANY or its transfer agent as a condition precedent
to the sale, transfer, pledge or hypothecation of any interest in any of the securities represented hereby.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK


 of





TEARLAB
CORPORATION


 


Dated
as of October 8, 2015


Void
after the date specified in Section 8


 


	 	Warrant
        to Purchase

         [________]
Shares of

         Common
Stock

         (subject
to adjustment)



 


THIS
CERTIFIES THAT, for value received, [ ], or its registered assigns (the “Holder”), is entitled, subject
to the provisions and upon the terms and conditions set forth herein, to purchase from Tearlab Corporation, a Delaware corporation
(the “Company”), shares of the Company’s common stock, $0.001 par value per share (the “Shares”),
in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant”
as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.
This Warrant is issued in connection with the transactions described in the Term Loan Agreement, dated as of March 4, 2015, by
and between the Company, the Subsidiary Guarantors party thereto, and Capital Royalty Partners II L.P., Capital Royalty Partners
II – Parallel Fund “A” L.P. and Parallel Investment Opportunities Partners II L.P., as amended.


 


The
following is a statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder,
by acceptance of this Warrant, agrees:


 


1. Number
and Price of Shares; Exercise Period.


 


(a) Number
of Shares. Subject to any previous exercise of the Warrant, the Holder shall have the right to purchase up to [_______]
Shares, as may be adjusted pursuant hereto prior to (or in connection with) the expiration of this Warrant as provided in Section
8.


 


(b) Exercise
Price. The exercise price per Share shall be equal to $5.00, subject to adjustment pursuant hereto (the “Exercise
Price”).


 




    	 	 	 



     

    

 


(c) Exercise
Period. This Warrant shall be exercisable, in whole or in part, prior to (or in connection with) the expiration of this
Warrant as set forth in Section 8.


 


2. Exercise
of the Warrant.


 


(a) Exercise.
The purchase rights represented by this Warrant may be exercised at the election of the Holder, in whole or in part, in
accordance with Section 1, by:


 


(i) the
tender to the Company at its principal office (or such other office or agency as the Company may designate) of a notice of exercise
in the form of Exhibit A (the “Notice of Exercise”), duly completed and executed by or on behalf of
the Holder, together with the surrender of this Warrant; and


 


(ii) the
payment to the Company of an amount equal to (x) the Exercise Price multiplied by (y) the number of Shares being purchased, by
wire transfer or certified, cashier’s or other check acceptable to the Company and payable to the order of the Company.


 


(b) Net
Issue Exercise. In lieu of exercising this Warrant pursuant to Section 2(a)(ii), if the fair market value of one Share
is greater than the Exercise Price (at the date of calculation as set forth below), the Holder may elect to receive a number of
Shares equal to the value of this Warrant (or of any portion of this Warrant being canceled) by surrender of this Warrant at the
principal office of the Company (or such other office or agency as the Company may designate) together with a properly completed
and executed Notice of Exercise reflecting such election, in which event the Company shall issue to the Holder that number of
Shares computed using the following formula:


 


 


	X	=	Y
    (A – B)
	A


 


Where:


 


	 	X	=	The
    number of Shares to be issued to the Holder
	 	 	 	 
	 	Y	=	The
    number of Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the
    Warrant being canceled (at the date of such calculation)
	 	 	 	 
	 	A	=	The
    fair market value of one Share (at the date of such calculation)
	 	 	 	 
	 	B	=	The
    Exercise Price (as adjusted to the date of such calculation)


 


For
purposes of the calculation above, the fair market value of one Share shall be determined by the Board of Directors of the Company,
acting in good faith; provided, however, that where a public market exists for the Company’s common stock at the
time of such exercise, the fair market value per Share shall be the average of the closing bid prices of the common stock or the
closing price quoted on the national securities exchange on which the common stock is listed as published in the Wall Street
Journal, as applicable, for the ten (10) trading day period ending five (5) trading days prior to the date of determination
of fair market value.


 




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(c) Stock
Certificates. The rights under this Warrant shall be deemed to have been exercised and the Shares issuable upon such exercise
shall be deemed to have been issued immediately prior to the close of business on the date this Warrant is exercised in accordance
with its terms, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as
the holder of record of such Shares as of the close of business on such date. As promptly as reasonably practicable on or after
such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates
for that number of shares issuable upon such exercise. In the event that the rights under this Warrant are exercised in part and
have not expired, the Company shall execute and deliver a new Warrant reflecting the number of Shares that remain subject to this
Warrant.


 


(d) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of the rights under this Warrant. In lieu of such fractional share to which the Holder would otherwise be entitled, the Company
shall make a cash payment equal to the Exercise Price multiplied by such fraction.


 


(e) Conditional
Exercise. The Holder may exercise this Warrant conditioned upon (and effective immediately prior to) consummation of any
transaction that would cause the expiration of this Warrant pursuant to Section 8 by so indicating in the notice of exercise.


 


(f) Reservation
of Stock. The Company agrees during the term the rights under this Warrant are exercisable to reserve and keep available
from its authorized and unissued shares of common stock of the Company for the purpose of effecting the exercise of this Warrant
such number of shares as shall from time to time be sufficient to effect the exercise of the rights under this Warrant; and if
at any time the number of authorized but unissued shares of common stock shall not be sufficient for purposes of the exercise
of this Warrant in accordance with its terms, without limitation of such other remedies as may be available to the Holder, the
Company will use all reasonable efforts to take such corporate action as may be necessary to increase its authorized and unissued
shares of common stock of the Company to a number of shares as shall be sufficient for such purposes. The Company represents and
warrants that all shares that may be issued upon the exercise of this Warrant will, when issued in accordance with the terms hereof,
be validly issued, fully paid and nonassessable.


 


3. Replacement
of the Warrant. Subject to the receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably
satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant,
the Company at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.


 


4. Transfer
of the Warrant.


 


(a) Warrant
Register. The Company shall maintain a register (the “Warrant Register”) containing the name
and address of the Holder or Holders. Until this Warrant is transferred on the Warrant Register in accordance herewith, the Company
may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding
any notice to the contrary. Any Holder of this Warrant (or of any portion of this Warrant) may change its address as shown on
the Warrant Register by written notice to the Company requesting a change.


 


(b) Warrant
Agent. The Company may appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 4(a),
issuing the Shares or other securities then issuable upon the exercise of the rights under this Warrant, exchanging this Warrant,
replacing this Warrant or conducting related activities.


 




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(c) Transferability
of the Warrant. Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933,
as amended (the “Securities Act”) and limitations on assignments and transfers, including without limitation
compliance with the restrictions on transfer set forth in Section 5, title to this Warrant may be transferred by endorsement (by
the transferor and the transferee executing the assignment form attached as Exhibit B (the “Assignment Form”))
and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.


 


(d) Exchange
of the Warrant upon a Transfer. On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject
to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers,
the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or
as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable
upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities
issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent,
as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities
represented hereby.


 


(e) Taxes.
In no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue
or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable.


 


5. Restrictions
on Transfer of the Warrant and Shares; Compliance with Securities Laws. By acceptance of this Warrant, the Holder
agrees to comply with the following:


 


(a) Restrictions
on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the
Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign
any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant
or the Shares (the “Securities”) must be in compliance with all applicable federal and state securities
laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities,
or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company
to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same
extent as if the transferee were the original Holder hereunder, and


 


(i) there
is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is
made in accordance with such registration statement, or


 


(ii) (A)
such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and
shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B)
the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that
the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party,
(ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related
thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the
Company, at the Holder’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not
require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities
and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation
by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall
be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company.


 




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(b) Permitted
Transfers. Permitted transfers with respect to Section 5(a) include (i) a transfer not involving a change in beneficial
ownership, or (ii) transactions involving the distribution without consideration of Securities by any Holder to (x) a parent,
subsidiary or other affiliate of a Holder that is a corporation, (y) any of the Holder’s partners, members or other equity
owners, or retired partners or members, or to the estate of any of its partners, members or other equity owners or retired partners
or members, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing
members of, or shares the same management company with, the Holder; provided, however, that the Holder may not effect a
transfer under this Section 5(b) to any entity reasonably determined by the Company to be a competitor of the Company and that,
in each case, the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and
shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition.


 


(c) Investment
Representation Statement. Unless the rights under this Warrant are exercised pursuant to an effective registration statement
under the Securities Act that includes the Shares with respect to which the Warrant was exercised, it shall be a condition to
any exercise of the rights under this Warrant that the Holder shall have confirmed to the satisfaction of the Company in writing,
substantially in the form of Exhibit A-1, that the Shares so purchased are being acquired solely for the Holder’s own account
and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the Holder
shall have confirmed such other matters related thereto as may be reasonably requested by the Company.


 


(d) Securities
Law Legend. The Securities shall (unless otherwise permitted by the provisions of this Warrant) be stamped or imprinted
with a legend substantially similar to the following (in addition to any legend required by state securities laws):


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS
OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. This certificate must be surrendered to the coMPANY or its transfer agent as a condition
precedent to the sale, TRANSFER, pledge OR hypothecation of any interest in any of the securities represented hereby.


 




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(e) Instructions
Regarding Transfer Restrictions. The Holder consents to the Company making a notation on its records and giving instructions
to any transfer agent in order to implement the restrictions on transfer established in this Section  5.


 


(f) Removal
of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate
evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed
and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered
under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company
to the effect that a sale or transfer of such securities may be made without registration or qualification.


 


(g) Compliance
with Securities Laws. The Holder is aware of the restrictions imposed by the United States securities laws on the purchase
or sale of securities by any person who has received material, non-public information from the issuer of such securities and on
the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to
purchase or sell such securities in reliance upon such information.


 


(h) No
Transfers to Bad Actors; Notice of Bad Actor Status. The Holder agrees not to sell, assign, transfer, pledge or otherwise
dispose of any securities of the Company, or any beneficial interest therein, to any person (other than the Company) unless and
until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor
any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests,
general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance
with Rule 506(d) of the Securities Act) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i)
through (viii) under the Securities Act, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act
and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Company. The Holder will promptly
notify the Company in writing if the Holder or, to the Holder’s knowledge, any person specified in Rule 506(d)(1) under
the Securities Act becomes subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through
(viii) under the Securities Act.


 


6. Adjustments.
Subject to the expiration of this Warrant pursuant to Section 8, the number and kind of shares purchasable hereunder and the
Exercise Price therefor are subject to adjustment from time to time, as follows:


 


(a) Merger
or Reorganization. If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”)
involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section
8) in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then,
as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon
exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from
such Reorganization, equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would
have been entitled in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to
such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor
corporation, subject to the rules of TSX) shall be made in the application of the provisions of this Warrant with respect to the
rights and interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable
after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon
the exercise of this Warrant.


 




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(b) Reclassification
of Shares. If the securities issuable upon exercise of this Warrant are changed into the same or a different number of
securities of any other class or classes by reclassification, capital reorganization or otherwise (other than as otherwise provided
for herein) (a “Reclassification”), then, in any such event, in lieu of the number of Shares which the
Holder would otherwise have been entitled to receive, the Holder shall have the right thereafter to exercise this Warrant for
a number of shares of such other class or classes of stock that a holder of the number of securities deliverable upon exercise
of this Warrant immediately before that change would have been entitled to receive in such Reclassification, all subject to further
adjustment as provided herein with respect to such other shares.


 


(c) Subdivisions
and Combinations. In the event that the outstanding shares of common stock are subdivided (by stock split, by payment
of a stock dividend or otherwise) into a greater number of shares of such securities, the number of Shares issuable upon exercise
of the rights under this Warrant immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision,
be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the outstanding
shares of common stock are combined (by reclassification or otherwise) into a lesser number of shares of such securities, the
number of Shares issuable upon exercise of the rights under this Warrant immediately prior to such combination shall, concurrently
with the effectiveness of such combination, be proportionately decreased, and the Exercise Price shall be proportionately increased.


 


(d) Notice
of Adjustments. Upon any adjustment in accordance with this Section 6(d), the Company shall give notice thereof to the
Holder, which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of securities
or other property purchasable upon the exercise of the rights under this Warrant, setting forth in reasonable detail the method
of calculation of each. The Company shall, upon the written request of any Holder, furnish or cause to be furnished to such Holder
a certificate setting forth (i) such adjustments, (ii) the Exercise Price at the time in effect and (iii) the number of securities
and the amount, if any, of other property that at the time would be received upon exercise of this Warrant.


 


7. Notification
of Certain Events. Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company
shall authorize:


 


(a) the
issuance of any dividend or other distribution on the capital stock of the Company (other than (i) dividends or distributions
otherwise provided for in Section 6(d), (ii) repurchases of common stock issued to or held by employees, officers, directors or
consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing
for the right of said repurchase; (iii) repurchases of common stock issued to or held by employees, officers, directors or consultants
of the Company or its subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing for such
rights; or (iv) repurchases of capital stock of the Company in connection with the settlement of disputes with any stockholder
), whether in cash, property, stock or other securities;


 


(b) the
voluntary liquidation, dissolution or winding up of the Company; or


 


(c) any
transaction resulting in the expiration of this Warrant pursuant to Section 8(b);


 


the
Company shall send to the Holder of this Warrant at least ten (10) calendar days prior written notice of the date on which a record
shall be taken for any such dividend or distribution specified in clause (a) or the expected effective date of any such other
event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived
prospectively or retrospectively by the consent of the Holder of this Warrant.


 




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8. Expiration
of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of:


 


(a) 5:00
p.m., Pacific time, on October 8, 2020; or


 


(b) (i)
the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company
is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale
of stock for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction
of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of
the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such
transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction or
series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the
Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned
subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially
all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions,
except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company.


 


9. No
Rights as a Stockholder. Nothing contained herein shall entitle the Holder to any rights as a stockholder of the Company or
to be deemed the holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose
nor shall anything contained herein be construed to confer upon the Holder, as such, any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value,
consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights
or any other rights of a stockholder of the Company until the rights under the Warrant shall have been exercised and the Shares
purchasable upon exercise of the rights hereunder shall have become deliverable as provided herein.


 


10. Representations
and Warranties of the Holder. By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:


 


(a) No
Registration. The Holder understands that the Securities have not been, and will not be, registered under the Securities
Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends
upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations
as expressed herein or otherwise made pursuant hereto.


 


(b) Investment
Intent. The Holder is acquiring the Securities for investment for its own account, not as a nominee or agent, and not
with a view to, or for resale in connection with, any distribution thereof. The Holder has no present intention of selling, granting
any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement
for the same.


 


(c) Investment
Experience. The Holder has substantial experience in evaluating and investing in private placement transactions of securities
in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable
of evaluating the merits and risks of its investment in the Company and protecting its own interests.


 




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(d) Speculative
Nature of Investment. The Holder understands and acknowledges that its investment in the Company is highly speculative
and involves substantial risks. The Holder can bear the economic risk of its investment and is able, without impairing its financial
condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.


 


(e) Access
to Data. The Holder has had an opportunity to ask questions of officers of the Company, which questions were answered
to its satisfaction. The Holder believes that it has received all the information that it considers necessary or appropriate for
deciding whether to acquire the Securities. The Holder understands that any such discussions, as well as any information issued
by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily
a thorough or exhaustive description. The Holder acknowledges that any business plans prepared by the Company have been, and continue
to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in
nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary
significantly from actual results.


 


(f) Accredited
Investor. The Holder is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated
by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be
reasonably requested by the Company. The Holder has furnished or made available any and all information requested by the Company
or otherwise necessary to satisfy any applicable verification requirements as to “accredited investor” status. Any
such information is true, correct, timely and complete.


 


(g) Residency.
The residency of the Holder (or, in the case of a partnership or corporation, such entity’s principal place of business)
is correctly set forth on the signature page hereto.


 


(h) Restrictions
on Resales. The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under
the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated
under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain
conditions, which may include, among other things, the availability of certain current public information about the Company; the
resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number
of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s
transaction,” a transaction directly with a “market maker” or a “riskless principal transaction”
(as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the
Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the
Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable
requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144
are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the
Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed
its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering
or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available
for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.


 


(i) Brokers
and Finders. The Holder has not engaged any brokers, finders or agents in connection with the Securities, and the Company
has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage
or finders’ fees or agents’ commissions or any similar charges in connection with the Securities.


 




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(j) Legal
Counsel. The Holder has had the opportunity to review this Warrant, the exhibits and schedules attached hereto and the
transactions contemplated by this Warrant with its own legal counsel. The Holder is not relying on any statements or representations
of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by this Warrant.


 


(k) Tax
Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences
of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on
any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder
understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment
and the transactions contemplated by this Warrant.


 


(l) Authorization.
The Holder has full legal capacity, power and authority to execute and deliver this Warrant and to perform its obligations hereunder.
This Warrant constitutes the valid and binding obligations of the Holder, enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’
rights generally and general principles of equity.


 


(m) No
“Bad Actor” Disqualification. Neither (i) the Holder, (ii) any of its directors, executive officers, other
officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor
(iii) any beneficial owner of any of the Company’s voting equity securities (in accordance with Rule 506(d) of the Securities
Act) held by the Holder is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through
(viii) under the Securities Act, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed,
reasonably in advance of the acceptance of this Warrant, in writing in reasonable detail to the Company.


 


11. Miscellaneous.


 


(a) Amendments.
Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument referencing this Warrant and signed by the Company and the Holder of this Warrant.


 


(b) Waivers.
No waiver of any single breach or default shall be deemed a waiver of any other breach or default theretofore or thereafter
occurring.


 


(c) Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered
or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Holder) or otherwise delivered by hand, messenger
or courier service addressed:


 


(i) if
to the Holder, to the Holder at the Holder’s address, facsimile number or electronic mail address as shown in the Company’s
records, as may be updated in accordance with the provisions hereof, or until any such Holder so furnishes an address, facsimile
number or electronic mail address to the Company, then to and at the address, facsimile number or electronic mail address of the
last holder of this Warrant for which the Company has contact information in its records; or


 




    	 	- 10 - 	 



     


    

 


(ii) if
to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at the Company’s
address as shown on the signature page hereto, or at such other current address as the Company shall have furnished to the Holder.


 


Each
such notice or other communication shall for all purposes of this Warrant be treated as effective or having been given (i) if
delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service,
freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via
mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the
deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile
transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address,
if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the
recipient’s next business day. In the event of any conflict between the Company’s books and records and this Warrant
or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.


 


(d) Governing
Law. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware,
or of any other state.


 


(e) Jurisdiction
and Venue. Each of the Holder and the Company irrevocably consents to the exclusive jurisdiction and venue of any
court within San Diego County, State of California, in connection with any matter based upon or arising out of this Warrant or
the matters contemplated herein, and agrees that process may be served upon them in any manner authorized by the laws of the State
of California for such persons.


 


(f) Titles
and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered
in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless
otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.


 


(g) Severability.
If any provision of this Warrant becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Warrant,
and such illegal, unenforceable or void provision shall be replaced with a valid and enforceable provision that will achieve,
to the extent possible, the same economic, business and other purposes of the illegal, unenforceable or void provision. The balance
of this Warrant shall be enforceable in accordance with its terms.


 


(h) Waiver
of Jury Trial. Each of the Holder and the Company waives, to the fullest extent
permitted by law, any and all right to trial by jury in any legal proceeding (whether based on contract, tort or otherwise) arising
out of or related to this Warrant.


 


(i) California
Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS WARRANT HAS NOT BEEN QUALIFIED WITH
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION
BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.


 


(j) Saturdays,
Sundays and Holidays. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall be a Saturday, Sunday or U.S. federal holiday, then such action may be taken or such right may be exercised
on the next succeeding day that is not a Saturday, Sunday or U.S. federal holiday.


 


(k) Rights
and Obligations Survive Exercise of the Warrant. Except as otherwise provided herein, the rights and obligations of the
Company and the Holder under this Warrant shall survive exercise of this Warrant.


 


(l) Entire
Agreement. Except as expressly set forth herein, this Warrant (including the exhibits attached hereto) constitutes the
entire agreement and understanding of the Company and the Holder with respect to the subject matter hereof and supersede all prior
agreements and understandings relating to the subject matter hereof.


 


(signature
page follows)


 




    	 	- 11 - 	 



     


    

 


The
Company and the Holder sign this Warrant as of the date stated on the first page.


 


	 	TEARLAB
    CORPORATION
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Address:	 



 


	 	9980
Huennekens St
	 	San Diego, CA 92121
	 	 
	AGREED
    AND ACKNOWLEDGED,	 


 


[___________]





By


 


	By		 
	Name:
    	 	 
	Title:
    	 	 


 


Address
for Notices:


 


[____]


	Attn:	[____]
	Tel.:	[____]
	Fax:	[____]
	Email:	[____]



  


(Signature Page to Warrant to Purchase
Shares)


 




    	 	 	 



     

    

 


EXHIBIT
A


 


NOTICE
OF EXERCISE


 


	TO:	TEARLAB
    CORPORATION (the “Company”) 
	 	 
	Attention:	CHIEF
    EXECUTIVE OFFICER


 


	(1)	Exercise.
                                         The undersigned elects to purchase the following pursuant to the terms of the attached
                                         warrant:



 


	 	 	Number
    of shares:	 
	 	 	 	 
	 	 	Type
    of security:	 


 


	(2)	Method
                                         of Exercise. The undersigned elects to exercise the attached warrant pursuant to:



 


	 	 	[  ]	A
    cash payment, and tenders herewith payment of the purchase price for such shares in full, together with all applicable
    transfer taxes, if any.
	 	 	 	 
	 	 	[  ]	The
    net issue exercise provisions of Section 2(b) of the attached warrant.


 


	(3)	Conditional
                                         Exercise. Is this a conditional exercise pursuant to Section 2(e):



 


	 	 	[  ]        Yes	           [  ]        No


 


		 	If
                                                                            “Yes,” indicate the applicable condition:
	 	 	 



 






		(4)	Stock
                                         Certificate. Please issue a certificate or certificates representing the shares in
                                         the name of:



 


	 	 	[  ]	The
    undersigned	 
	 	 	 	 	 
	 	 	[  ]	Other—Name:	 
	 	 	 	 	 
	 	 	 	Address:	 
	 	 	 	 	 


 


	(5)	Unexercised
                                         Portion of the Warrant. Please issue a new warrant for the unexercised portion of
                                         the attached warrant in the name of:



 


	 	 	[  ]	The
    undersigned	 
	 	 	 	 	 
	 	 	[  ]	Other—Name:	 
	 	 	 	 	 
	 	 		Address:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	[  ]	Not
    applicable	 


 




    	 	 A-1	 



     

    

 


	(6)	Tax
                                         Advisors. The undersigned has reviewed with its own tax advisors the U.S. federal,
                                         state and local and non-U.S. tax consequences of this investment and the transactions
                                         contemplated by this warrant. With respect to such matters, the undersigned relies solely
                                         on any such advisors and not on any statements or representations of the Company or any
                                         of its agents, written or oral. The undersigned understands that it (and not the Company)
                                         shall be responsible for its own tax liability that may arise as a result of this investment
                                         and the transactions contemplated by this warrant.



 


	(7)	Investment
                                         Intent. The undersigned represents and warrants that the aforesaid shares are being
                                         acquired for investment for its own account, not as a nominee or agent, and not with
                                         a view to, or for resale in connection with, the distribution thereof, and that the undersigned
                                         has no present intention of selling, granting any participation in, or otherwise distributing
                                         the shares, nor does it have any contract, undertaking, agreement or arrangement for
                                         the same, and all representations and warranties of the undersigned set forth in Section
                                         11 of the attached warrant are true and correct as of the date hereof. 



 


	(8)	Investment
                                         Representation Statement. The undersigned has executed, and delivers herewith, an
                                         Investment Representation Statement in a form substantially similar to the form attached
                                         to the warrant as Exhibit A-1.



 


	(9)	Consent
                                         to Receipt of Electronic Notice. Subject to the limitations set forth in Delaware
                                         General Corporation Law §232(e), the undersigned consents to the delivery of any
                                         notice to stockholders given by the Company under the Delaware General Corporation Law
                                         or the Company’s certificate of incorporation or bylaws by (i) facsimile telecommunication
                                         to the facsimile number provided below (or to any other facsimile number for the undersigned
                                         in the Company’s records), (ii) electronic mail to the electronic mail address
                                         provided below (or to any other electronic mail address for the undersigned in the Company’s
                                         records), (iii) posting on an electronic network together with separate notice to the
                                         undersigned of such specific posting or (iv) any other form of electronic transmission
                                         (as defined in the Delaware General Corporation Law) directed to the undersigned. This
                                         consent may be revoked by the undersigned by written notice to the Company and may be
                                         deemed revoked in the circumstances specified in Delaware General Corporation Law §232.



 


	 	 
	 	(Print
    name of the warrant holder)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name
    and title of signatory, if applicable)
	 	 
	 	 
	 	(Date)
	 	 
	 	 
	 	(Fax
    number)
	 	 
	 	 
	 	(Email
    address)


  


 (Signature
page to the Notice of Exercise)


 




    	 	 A-2	 



     

    

 


EXHIBIT
A-l


 


INVESTMENT
REPRESENTATION STATEMENT


 


	INVESTOR:	 
	 	 
	COMPANY:	TEARLAB
    CORPORATION
	 	 
	SECURITIES:	THE
    WARRANT ISSUED ON OCTOBER 8, 2015 (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE
    THEREOF 
	 	 
	DATE:	 


 


In
connection with the purchase or acquisition of the above-listed Securities, the undersigned Investor represents and warrants to,
and agrees with, the Company as follows:


 


1. No
Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities
Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the
investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.


 


2. Investment
Intent. The Investor is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with
a view to, or for resale in connection with, any distribution thereof. The Investor has no present intention of selling, granting
any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement
for the same.


 


3. Investment
Experience. The Investor has substantial experience in evaluating and investing in private placement transactions of securities
in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable
of evaluating the merits and risks of its investment in the Company and protecting its own interests.


 


4. Speculative
Nature of Investment. The Investor understands and acknowledges that its investment in the Company is highly speculative and
involves substantial risks. The Investor can bear the economic risk of its investment and is able, without impairing its financial
condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.


 


5. Access
to Data. The Investor has had an opportunity to ask questions of officers of the Company, which questions were answered to
its satisfaction. The Investor believes that it has received all the information that it considers necessary or appropriate for
deciding whether to acquire the Securities. The Investor understands that any such discussions, as well as any information issued
by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily
a thorough or exhaustive description. The Investor acknowledges that any business plans prepared by the Company have been, and
continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative
in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will
vary significantly from actual results.


 




    	 	 A-1-1	 



     

    

 


6. Accredited
Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated
by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be
reasonably requested by the Company. The Investor has furnished or made available any and all information requested by the Company
or otherwise necessary to satisfy any applicable verification requirements as to “accredited investor” status. Any
such information is true, correct, timely and complete.


 


7. Residency.
The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business)
is correctly set forth on the signature page hereto.


 


8. Restrictions
on Resales. The Investor acknowledges that the Securities must be held indefinitely unless subsequently registered under the
Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated
under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain
conditions, which may include, among other things, the availability of certain current public information about the Company; the
resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number
of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s
transaction,” a transaction directly with a “market maker” or a “riskless principal transaction”
(as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Investor acknowledges and understands that the
Company may not be satisfying the current public information requirement of Rule 144 at the time the Investor wishes to sell the
Securities and that, in such event, the Investor may be precluded from selling the Securities under Rule 144 even if the other
applicable requirements of Rule 144 have been satisfied. The Investor understands and acknowledges that, in the event the applicable
requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required
for any disposition of the Securities. The Investor understands that, although Rule 144 is not exclusive, the Securities and Exchange
Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other
than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption
from registration is available for those offers or sales and that those persons and the brokers who participate in the transactions
do so at their own risk.


 


9. Brokers
and Finders. The Investor has not engaged any brokers, finders or agents in connection with the Securities, and the Company
has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage
or finders’ fees or agents’ commissions or any similar charges in connection with the Securities.


 


10. Legal
Counsel. The Investor has had the opportunity to review the Warrant, the exhibits and schedules attached thereto and the transactions
contemplated by the Warrant with its own legal counsel. The Investor is not relying on any statements or representations of the
Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Warrant.


 


11. Tax
Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences
of this investment and the transactions contemplated by the Warrant. With respect to such matters, the Investor relies solely
on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor
understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment
or the transactions contemplated by the Warrant.


 


12. No
“Bad Actor” Disqualification. Neither (i) the Investor, (ii) any of its directors, executive officers, other officers
that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any
beneficial owner of any of the Company’s voting equity securities (in accordance with Rule 506(d) of the Securities Act)
held by the Investor is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through
(viii) under the Securities Act, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed,
reasonably in advance of the purchase or acquisition of the Securities, in writing in reasonable detail to the Company.


 


(signature
page follows)


 




    	 	 A-1-2	 



     

    

 


The
Investor is signing this Investment Representation Statement on the date first written above.


  


	 	INVESTOR
	 	 
	 	 
	 	(Print
    name of the investor)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name
    and title of signatory, if applicable)
	 	 
	 	 
	 	(Street
    address)
	 	 
	 	 
	 	(City,
    state and ZIP)





 




    	 	 A-1-3	 



     

    

 


EXHIBIT
B


 


ASSIGNMENT
FORM


 


	ASSIGNOR:	 
	 	 
	COMPANY:	TEARLAB
    CORPORATION
	 	 
	WARRANT:	THE
    WARRANT TO PURCHASE SHARES OF COMMON STOCK ISSUED ON OCTOBER 8, 2015 (THE “WARRANT”)
	 	 
	DATE:	


 


	(1)	Assignment.
                                         The undersigned registered holder of the Warrant (“Assignor”)
                                         assigns and transfers to the assignee named below (“Assignee”)
                                         all of the rights of Assignor under the Warrant, with respect to the number of shares
                                         set forth below:



 


 





	 	Name
    of Assignee: 	 
	 	 	 
	 	Address
    of Assignee:	 
	 	 	 
	 	 	 
	 	 	 
	 	Number
    of Shares Assigned: 	 
	 	 	 







  


and
does irrevocably constitute and appoint ______________________ as attorney to make such transfer on the books of TearLab Corporation,
maintained for the purpose, with full power of substitution in the premises.


 


	(2)	Obligations
                                         of Assignee. Assignee agrees to take and hold the Warrant and any shares of stock
                                         to be issued upon exercise of the rights thereunder (the “Securities”)
                                         subject to, and to be bound by, the terms and conditions set forth in the Warrant to
                                         the same extent as if Assignee were the original holder thereof.



 


	(3)	Investment
                                         Intent. Assignee represents and warrants that the Securities are being acquired for
                                         investment for its own account, not as a nominee or agent, and not with a view to, or
                                         for resale in connection with, the distribution thereof, and that Assignee has no present
                                         intention of selling, granting any participation in, or otherwise distributing the shares,
                                         nor does it have any contract, undertaking, agreement or arrangement for the same, and
                                         all representations and warranties set forth in Section 11 of the Warrant are true and
                                         correct as to Assignee as of the date hereof.



 


	(4)	Investment
                                         Representation Statement. Assignee has executed, and delivers herewith, an Investment
                                         Representation Statement in a form substantially similar to the form attached to the
                                         Warrant as Exhibit A-1.



 




    	 	 - 1-	 



     

    

 


	(5)	No
                                         “Bad Actor” Disqualification. Neither (i) Assignee, (ii) any of its directors,
                                         executive officers, other officers that may serve as a director or officer of any company
                                         in which it invests, general partners or managing members, nor (iii) any beneficial owner
                                         of any of the Company’s securities held or to be held by Assignee is subject to
                                         any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through
                                         (viii) under the Securities Act of 1933, as amended (the “Securities Act”),
                                         except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act
                                         and disclosed, reasonably in advance of the transfer of the Securities, in writing in
                                         reasonable detail to the Company.



 


Assignor
and Assignee are signing this Assignment Form on the date first set forth above.


 


	ASSIGNOR	 	ASSIGNEE
	 	 	 
	 	 	 
	(Print
    name of Assignor)	 	(Print
    name of Assignee)
	 	 	 
	 	 	 
	(Signature
    of Assignor)	 	(Signature
    of Assignee)
	 	 	 
	 	 	 
	(Print
    name of signatory, if applicable)	 	(Print
    name of signatory, if applicable)
	 	 	 
	 	 	 
	(Print
    title of signatory, if applicable)	 	(Print
    title of signatory, if applicable)
	 	 	 
	Address:	 	Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 








    	 	 - 2
                                                                                                                                                                                                                                                                 -