LUCID, INC. 1,635,000 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase a Share of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • California
Lucid, Inc., a New York corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of 1,635,000 units (the “Underwritten Units”), each Underwritten Unit consisting of (i) one share Common Stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and (ii) one warrant to purchase one share of Common Stock (the “Underwritten Warrants”). The Underwritten Shares and the Underwritten Warrants included in the Underwritten Units will trade separately on the tenth business day following the earlier to occur of (i) the expiration of the Over-allotment Option (as defined below) or (ii) its exercise in full.
