0001437749-13-009357 Sample Contracts

2,600,000 Shares TearLab Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • July 25th, 2013 • TearLab Corp • Surgical & medical instruments & apparatus • New York

TearLab Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed on Schedule I (the “Underwriters”) an aggregate of 2,600,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company also proposes to grant to the Underwriters the option to purchase from the Company up to an additional 390,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” Canaccord Genuity Inc. is the representative for the Underwriters (the “Representative”).

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