DERMA SCIENCES, INC. UNDERWRITING AGREEMENT Dated _______, 2009 Rodman & Renshaw, LLCUnderwriting Agreement • November 18th, 2009 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New York
Contract Type FiledNovember 18th, 2009 Company Industry JurisdictionIntroductory. Derma Sciences, Inc., a Pennsylvania corporation (the “Company”) proposes to issue and sell to the several underwriters listed on Schedule A hereto (each an “Underwriter” and collectively, the “Underwriters”) an aggregate of _______ shares (the “Firm Shares”) of its common stock, par value $.01 per share (“Common Stock”). In addition, the Company has granted the Underwriters an option to purchase up to an additional _______ shares of Common Stock (the “Option Shares”) as provided in Section 2. Unless specified to the contrary, all references herein to “Shares” shall be deemed to include the Firm Shares and the Option Shares (to the extent the aforementioned option has been exercised). Rodman & Renshaw, LLC is acting as representative of the Underwriters (the “Representative”) in connection with the offering and sale of the Shares.