2,600,000 Shares 390,000 Overallotment Shares CLEARSIGN COMBUSTION CORPORATION Common Stock (par value $0.0001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2015 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • California
Clearsign Combustion Corporation, a Washington corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to MDB Capital Group, LLC (the “Underwriter”), and the Underwriter agrees to purchase, subject to the terms and conditions stated in this Agreement, an aggregate of 2,600,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The Shares (as hereinafter defined) are more fully described in the Registration Statement (as hereinafter defined). The Company also proposes to grant to the Underwriter, subject to the terms and conditions stated in this Agreement, an option to purchase up to an additional 390,000 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 Option Shares are hereinafter collectively referred to as the “Shares.”
