TESARO, Inc. Underwriting AgreementUnderwriting Agreement • September 29th, 2014 • TESARO, Inc. • Pharmaceutical preparations • New York
TESARO, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional principal amount of securities set forth in Schedule I hereto to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). The Securities are convertible into shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company at the conversion price set forth on Schedule IV hereto. The Securities are to be issued under a base indenture and a supplemental indenture (together, the “Indenture”), each to be dated as of the Closing Date (a
