Execution Version


 


AMENDMENT
7 TO TERM LOAN AGREEMENT


 


THIS
AMENDMENT 7, dated as of November 12, 2018 (this “Amendment”), is made among TearLab Corporation, a
Delaware corporation (“Borrower”), the subsidiary guarantors listed on the signature pages hereof under
the heading “SUBSIDIARY GUARANTORS” (each a “Subsidiary Guarantor” and, collectively, the
“Subsidiary Guarantors”) and the lenders listed on the signature pages hereof under the heading “LENDERS”
(each a “Lender” and, collectively, the “Lenders”), with respect to the Loan
Agreement referred to below.


 


RECITALS


 


WHEREAS,
the Borrower and the Lenders are parties to a Term Loan Agreement, dated as of March 4, 2015, as amended by the Omnibus Amendment
Agreement, dated as of April 2, 2015, Amendment 2, dated as of August 6, 2015, Amendment 3, dated as of December 31, 2015, Amendment
4, dated as of April 7, 2016, Amendment 5, dated as of October 12, 2017, and Amendment 6, dated as of April 4, 2018 (the “Loan
Agreement”), with the Subsidiary Guarantors from time to time party thereto.


 


WHEREAS,
the Borrower has requested, and the Lenders have agreed, on the terms and subject to the conditions set forth herein, to amend
the Loan Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:


 


SECTION
1.Definitions; Interpretation.


 


(a)       Terms
Defined in Loan Agreement. All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise
defined herein shall have the meanings assigned to them in the Loan Agreement.


 


(b)       Interpretation.
The rules of interpretation set forth in Section 1.03 of the Loan Agreement shall be applicable to this Amendment and are
incorporated herein by this reference.


 


SECTION
2.Amendment. Subject to Section 3:


 


(a)       The
definition of “Interest-Only Period” in Section 1.01 of the Loan Agreement is hereby amended by replacing
“sixteenth (16th)” with “twentieth (20th)”.


 


(b)       Section
3.02(d) of the Loan Agreement is hereby amended as follows:


 


(i)       by
replacing the percentage “8.50%” in clause (i) thereof with the phrase “8.50% (or, in the case of the Interest
Periods ending on March 31, 2019 and June 30, 2019, none)”,


 


(ii)       by
replacing the percentage “4.50%” in clause (ii) thereof with the phrase “(or, in the case of the Interest Periods
ending on March 31, 2019 and June 30, 2019, all)”; and


 



    	 



    	 



    









 


(iii)       by
inserting the following immediately prior to the “.” at the end of the first sentence thereof: “; provided
that, following notice from the Federal Drug Administration, on or before June 30, 2019, of its receipt and acceptance for
review of Borrower’s application for review of its Discovery Platform application, Borrower may elect to pay the interest
on the outstanding principal amount of the Loans payable during the quarter ending September 30, 2019 entirely in the form of
a PIK Loan.”


 


(c)       Section
10.02(d) of the Loan Agreement is hereby amended by replacing the number “25,000,000” therein with the number
“24,000,000”.


 


SECTION
3.Conditions of Effectiveness.


 


(a)       The
effectiveness of Section 2 shall be subject to the following conditions precedent:


 


(i)       The
Borrower shall have paid or reimbursed Lenders for Lenders’ reasonable out of pocket costs and expenses incurred in connection
with this Amendment, including Lenders’ reasonable and documented out of pocket legal fees and costs, pursuant to Section
12.03(a)(i)(z) of the Loan Agreement.


 


(ii)       The
representations and warranties in Section 4 shall be true in all material respects on the date hereof and on the first
date on which the conditions set forth in Section 3 shall have been satisfied.


 


SECTION
4.Representations and Warranties; Reaffirmation.


 


(a)       The
Borrower hereby represents and warrants to each Lender as follows:


 


(i)       The
Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within the Borrower’s
corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action.
This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’
rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force
and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of
the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually
or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an
event of default under any material indenture, agreement or other instrument binding upon the Borrower and its Subsidiaries or
assets, or give rise to a right thereunder to require any payment to be made by any such Person.


 




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(ii)       No
Default has occurred or is continuing or will result after giving effect to this Amendment.


 


(iii)       The
representations and warranties made by or with respect to the Borrower in Section 7 of the Loan Agreement are true in all
material respects (taking into account any changes made to schedules updated in accordance with Section 7.21 of the Loan
Agreement or attached hereto), except that such representations and warranties that refer to a specific earlier date were true
in all material respects on such earlier date.


 


(iv)       There
has been no Material Adverse Effect since the date of the Loan Agreement.


 


(v)       As
of the date hereof, the Warrants represent 1.22% of Borrower’s fully diluted shares outstanding.


 


(b)       The
Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party
and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided
herein. By executing this Amendment, the Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands,
this Amendment.


 


SECTION
5.Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)       Governing
Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance
with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application
of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply.


 


(b)       Submission
to Jurisdiction. The Borrower agrees that any suit, action or proceeding with respect to this Amendment or any other Loan
Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal
or state courts in Houston, Texas or in the courts of its own corporate domicile and irrevocably submits to the non-exclusive
jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 5 is for
the benefit of the Lenders only and, as a result, no Lender shall be prevented from taking proceedings in any other courts with
jurisdiction. To the extent allowed by applicable Laws, the Lenders may take concurrent proceedings in any number of jurisdictions.


 


(c)       Waiver
of Jury Trial. The Borrower and each Lender hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any suit, action or proceeding arising out of or relating
to this Amendment, the other Loan Documents or the transactions contemplated hereby or thereby.


 




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SECTION
6.Miscellaneous.


 


(a)       No
Waiver. Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained
in the Loan Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except
as expressly stated herein, the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended
hereby, the Loan Agreement and other Loan Documents remain unmodified and in full force and effect. All references in the Loan
Documents to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended hereby.


 


(b)       Severability.
In case any provision of or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.


 


(c)       Headings.
Headings and captions used in this Amendment (including the Exhibits, Schedules and Annexes hereto, if any) are included for convenience
of reference only and shall not be given any substantive effect.


 


(d)       Integration.
This Amendment constitutes a Loan Document and, together with the other Loan Documents, incorporates all negotiations of the parties
hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect
to the subject matter hereof.


 


(e)       Counterparts.
This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument
and any of the parties hereto may execute this Amendment by signing any such counterpart.


 


(f)       Controlling
Provisions. In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan
Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan
Documents shall not be modified and shall remain in full force and effect.


 


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IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date first above written.


 


		BORROWER:
	 	 	 
	 	TEARLAB
    CORPORATION
	 	 	 
	 	By:	/s/ Seph Jensen
	 		Name:
    Seph Jensen
	 		Title:
    Chief Executive Officer
	 	 	 
	 	SUBSIDIARY
    GUARANTORS:
	 	 	 
	 	TEARLAB
    RESEARCH, INC.
	 	 
	 	By
    	/s/ Seph Jensen
	 		Name:
    Seph Jensen
	 		Title:
    Chief Executive Officer
	 	 	 
	 	OCUHUB
    HOLDINGS, INC.
	 	 
	 	By
    	/s/ Seph Jensen 
	 		Name:
    Seph Jensen
	 		Title:
    Chief Executive Officer
	 	 	 
	 	OCCULOGIX
    CANADA CORP. 
	 	 
	 	By
    	/s/ Seph Jensen 
	 		Name:
    Seph Jensen
	 	 	Title:
    Chief Executive Officer

 



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	LENDERS:	 
	 	 	 	 	 
	CAPITAL ROYALTY PARTNERS II L.P.	 
	 	By CAPITAL ROYALTY PARTNERS II GP L.P., its General Partner 	 
	 	 	By CAPITAL ROYALTY PARTNERS II GP LLC, its General Partner 	 
	 	 	 	 	 
	 	 	By	/s/ Nathan
    Hukill	 
	 	 	 	Nathan Hukill	 
	 	 	 	Authorized Signatory	 
	 	 	 	 	 
	PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P.	 
	 	By PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II GP L.P., its General Partner	 
	 	 	By PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II GP LLC, its General Partner 	 
	 	 	 	 	 
	 	 	By	/s/ Nathan
    Hukill	 
	 	 	 	Nathan Hukill	 
	 	 	 	Authorized Signatory	 
	 	 	 	 	 
	CRG ISSUER 2015-1	 
	By CRG Servicing LLC, as Administrator	 
	 	 	 	 	 
	By 	/s/ Nathan
    Hukill	 
	 	Nathan Hukill	 
	 	President	 




  



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