2,200,000 Shares 330,000 Overallotment Shares MELA SCIENCES, INC. Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2010 • Mela Sciences, Inc. /Ny • Surgical & medical instruments & apparatus • New York
MELA Sciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to Needham & Company, LLC (“Needham”) and Leerink Swann LLC (“Leerink”, together with Needham, the "Underwriters”), and the Underwriters severally agree to purchase, subject to the terms and conditions stated in this Agreement, an aggregate of 2,200,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) as set forth in Schedule III hereto. The Shares (as hereinafter defined) are more fully described in the Registration Statement (as hereinafter defined). The Company also proposes to grant to the Underwriters, subject to the terms and conditions stated in this Agreement, an option to purchase up to an additional 330,000 shares of Common Stock (the “Option Shares”) on the terms and for the purposes set forth in Section 1 hereof. The Firm Shares and the O
