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[letterhead]
Exhibit 10.5
July 15, 2009
Via
E-mail
[Director or
Affiliate Name]
Re: Bridge
Financing Letter Agreement
Dear
[Name]:
Reference is made to the OccuLogix, Inc., dba
TearLab Corporation (the “ Company ”) bridge
note financing (the “ Financing ”) pursuant to
the Securities Purchase Agreement, 12% Convertible Notes (the
“ Notes ”), Warrant, and Security
Agreement. Capitalized terms used herein but not
otherwise defined have the meanings defined in the Note.
As you know, after August 31, 2009, the Notes to
be issued in the Financing will become convertible into shares of
Common Stock of the Company at an Initial Conversion Price that
represents a 20% discount to the volume weighted average price of
the Common Stock for the ten Trading Days before August 31, 2009;
except that the Initial Conversion Price will not be below $0.25
per share and will not exceed $2.40 per share. The
conversion is subject to certain restrictions, including a
provision that the Company will convert only that part of the
Notes, on a pro rata basis, which will result in the issuance by
the Company of no more than 19.9% of the voting stock of the
Company
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