— Shares VERMILLION, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2011 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • California
Vermillion, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of — authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company and Gail S. Page (the “Selling Stockholder”), in the amounts set forth opposite their names on Schedule I, have granted the Underwriter the option to purchase an aggregate of up to — Option Shares of Common Stock (the “Option Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Option Shares are collectively referred to as the “Shares.”
