5,000,000 Shares MELA SCIENCES, INC. Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2011 • 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 Leerink Swann LLC (“Leerink”), Needham & Company, LLC (“Needham”) and First Analysis Securities Corporation (“FASC”, and together with Leerink and Needham, collectively, the “Underwriters”), and the Underwriters severally agree to purchase, subject to the terms and conditions stated in this Agreement, an aggregate of 5,000,000 shares (the “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). Leerink is acting as the representative of the Underwriters and in such capacity is hereinafter referred to as the “Representative.”
