PLACEMENT AGENT AGREEMENT

Exhibit 1.1

Execution Version

Dendreon Corporation

Common Stock and Warrants

PLACEMENT AGENT AGREEMENT

dated April 3, 2008

LAZARD CAPITAL MARKETS LLC

PLACEMENT AGENT AGREEMENT

April 3, 2008

Lazard Capital Markets LLC
30 Rockefeller Plaza
New York, N.Y. 10020

Ladies and Gentlemen:

      Introductory . Dendreon Corporation, a Delaware corporation (the “ Company ”), proposes, pursuant to the terms of this Placement Agent Agreement (this “ Agreement ”) and the Subscription Agreements in the form of Schedule A attached hereto (the “ Subscription Agreements ”) entered into with the purchasers identified therein (the “ Purchasers ”), to sell to the Purchasers up to an aggregate of 8,000,000 shares (the “ Common Stock Shares ”) of common stock, par value $0.001 per share (the “ Common Stock ”), of the Company and warrant(s) to purchase 8,000,000 shares of Common Stock (the “ Warrants ”). The terms and conditions of the Warrant(s) are set forth in the form of Exhibit A attached hereto. The Company hereby confirms that Lazard Capital Markets LLC acted as Placement Agent (“ LCM , ” or the “ Placement Agent ”) in accordance with the terms and conditions hereof

     Section 1. Agreement to Act as Placement Agent; Placement of Common Stock and Warrants . On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement:

     (a) The Company hereby authorizes the Placement Agent to act as its exclusive agent to solicit offers for the purchase of all or part of the Common Stock and Warrants from the Company in connection with the proposed offering of all or part of the Common Stock and Warrants (the “ Offering ”). Until the Closing Date, the Company shall not, without the prior consent of the Placement Agent, solicit or accept offers to purchase the Common Stock or Warrants otherwise than through the Placement Agent. LCM may utilize the expertise of Lazard Frères & Co. LLC in connection with LCM’s placement agent activities; provided however , that the Company shall only compensate the Placement Agent for their services hereunder, and not any third parties acting on their behalf, other than as set forth in Section 5 of this Agreement.

     (b) The Placement Agent agrees, as agent of the Company, to use its best efforts to solicit offers to purchase the Common Stock and Warrants from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agent has no authority to bind the Company with respect to any prospective offer to purchase the Common Stock and Warrants. The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Common Stock and Warrants has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any

such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to purchase any Common Stock and Warrants for its own account and, in soliciting purchases of Common Stock and Warrants, the Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 1(c), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Common Stock and Warrants as principal.

     (c) Subject to the provisions of this Section 1, offers for the purchase of Common Stock and Warrants may be solicited by the Placement Agent as agent for the Company at such times and in such amounts as the Placement Agent deems advisable. The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Common Stock and Warrants received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Common Stock and Warrants and may reject any such offer, in whole or in part. The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Common Stock and Warrants received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein.

     (d) The Common Stock Shares are being sold to the Purchasers at a price of $5.92 per share, with one Warrant to purchase 1.00 share of common stock delivered for each share of Common Stock purchased. The purchases of the Common Stock and Warrants by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the parties thereto.

     (e) As compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to two and on-half percent (2.5%) of the gross proceeds received by the Company from the sale of the Common Stock and Warrants on such Closing Date.

     (f) No Common Stock and Warrants which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Common Stock and Warrants shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Common Stock and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company.

     Section 2. Representations and Warranties of the Company. The Company hereby represents, warrants and covenants to the Placement Agent and the Purchasers as follows:

     (a) The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and published rules and regulations thereunder (the “ Rules and Regulations ”) adopted by the Securities and Exchange Commission (the “ Commission ”) Registration Statements (as hereinafter

defined) on Form S-3 (File Nos. 333-141388 and 333-127521) filed by the Company with the Commission, that have been declared effective (such dates, the “ Effective Dates ”), including a combined base prospectus relating to the securities registered pursuant to such Registration Statements (the “ Base Prospectus ”), and such amendments and supplements thereto as may have been required to the date of this Agreement. The term “ Registration Statements ” as used in this Agreement means the registration statements (including all exhibits, financial schedules and all documents and information deemed to be a part thereof pursuant to Rule 430A of the Rules and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statements are effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statements or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus (as defined below), with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The term “ Prospectus ” as used in this Agreement means the Prospectus, in the form in which filed as part of the Registration Statements as of the Effective Dates, except that if any revised prospectus or prospectus supplement shall be provided to the Placement Agent by the Company for use in connection with the offering and sale of the Common Stock and the Warrants which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term “ Prospectus ” shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Placement Agent for use. Any reference herein to the Registration Statements or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), on or before the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statements or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the Effective Dates, or the date of the Prospectus, as the case may be, which is incorporated by reference therein and (ii) any such document so filed. If the Company has filed an abbreviated registration statement to register additional securities pursuant to Rule 462(b) under the Rules (the “ 462(b) Registration Statement ”), then any reference herein to the Registration Statements shall also be deemed to include such 462(b) Registration Statement.

     (b) As of the Initial Sale Time (as defined below) and as of the Closing Date, neither (i) any General Use Free Writing Prospectus (as defined below) issued at or prior to the Initial Sale Time, and the Pricing Prospectus (as defined below) and the information included on Schedule A hereto, all considered together (collectively, the “ Disclosure Package ”), (ii) any individual Limited Use Free Writing Prospectus (as defined below) nor (iii) the electronic road show (as defined in Rule 433(h)(5) of the Rules and Regulations) that has been made available without restriction to any person, when considered together with the Disclosure Package, included or will include, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in

the light of the circumstances under which they were made, not misleading As used in this paragraph (b) and elsewhere in this Agreement:

“ Initial Sale Time ” means 7:00 A.M., New York time, on the date of this Agreement.

“ Pricing Prospectus ” means the Base Prospectus, as amended and supplemented immediately prior to the Initial Sale Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof.

“ Issuer Free Writing Prospectus ” means any “ issuer free writing prospectus ,” as defined in Rule 433 of the Rules and Regulations relating to the Common Stock and Warrants in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) of the Rules and Regulations.

“ General Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is identified on Schedule A to this Agreement.

“ Limited Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus.

     (c) No order preventing or suspending the use of, any Issuer Free Writing Prospectus or the Prospectus relating to the Offering has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted or threatened by the Commission.

     (d) At the time the Registration Statements became effective, at the date of this Agreement and at the Closing Date, the Registration Statements conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus, at the time the Prospectus was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

     (e) Each Issuer Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Common Stock and Warrants or until any earlier date that the Company notified or notifies the Placement Agent as described in Section 5(e) , did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statements, Pricing Prospectus or the Prospectus, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to

make the statements therein, in the light of the circumstances prevailing at the subsequent time, not misleading.

     (f) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable and the rules and regulations of the Commission thereunder, and none of such documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

     (g) The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the Offering other than the Prospectus and other materials, if any, permitted under the Securities Act and consistent with Section 5(b) below. The Company will file with the Commission all Issuer Free Writing Prospectuses, if any, in the time and manner required under Rules 163(b)(2) and 433(d) of the Rules and Regulations.

     (h) Company Not Ineligible Issuer . At the earliest time after the filing of the Registration Statement relating to the Common Stock and Warrants that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities Act, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an Ineligible Issuer.

     (i) The Placement Agent Agreement . This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable against the Company in accordance with its terms, subject to the effect of public policy on the enforceability of provisions relating to indemnification or contribution.

     (j) The Subscription Agreements . The Company has the full right, power and authority to enter into each of the Subscription Agreements and to perform and to discharge its obligations hereunder and thereunder; and each of the Subscription Agreements has been duly authorized and when executed and delivered by the Company, will constitute a valid and binding obligation of the Company enforceable in accordance with its terms.

     (k) Authorization of the Common Stock . The shares of Common Stock to be issued and sold by the Company to the Purchasers hereunder and under the Subscription Agreements and the shares of Common Stock issuable upon the exercise of the Warrants

(the “ Warrant Shares ”) have been duly and validly authorized and the Common Stock, when issued and delivered against payment therefor as provided herein and in the Subscription Agreements and the Warrant Shares, when issued and delivered against payment therefore as provided in the Warrants, will be duly and validly issued, fully paid and non-assessable and free of any preemptive or similar rights and will conform to the description thereof contained in the Disclosure Package and the Prospectus.

     (l) No Transfer Taxes . There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the Subscription Agreements or the issuance by the Company or sale by the Company of the Common Stock and Warrants.

     (m) No Applicable Registration or Other Similar Rights . There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement and the Subscription Agreement(s).

     (n) No Material Adverse Change . Except as otherwise disclosed in the Disclosure Package, subsequent to the respective dates as of which information is given in the Disclosure Package: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and the Subsidiary, (as defined below) considered as one entity (any such change is called a “ Material Adverse Change ”); (ii) the Company and the Subsidiary, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, nor entered into any material transaction or agreement; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company, the Subsidiary on any class of capital stock or repurchase or redemption by the Company or the Subsidiary of any class of capital stock.

     (o) Independent Registered Public Accounting Firm . Ernst & Young LLP, who have expressed their opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, are an independent public accounting firm with respect to the Company as required by the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder.

     (p) Preparation of the Financial Statements . The financial statements filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly the consolidated financial position of the Company and the Subsidiary as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the

Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement.

     (q) Incorporation and Good Standing of the Company and the Subsidiary . Each of the Company and the Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and the Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and the Subsidiary, considered as one entity (a “ Material Adverse Effect ”). All of the issued and outstanding shares of capital stock of the subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiary.

     (r) Capitalization and Other Capital Stock Matters . The Common Stock conforms in all material respects to the description thereof contained in the Disclosure Package and the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or the Subsidiary other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s stock option, stock purchase and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

     (s) Listing . The Common Stock will be listed at or prior to closing on the Nasdaq Global Market, subject only to official notice of issuance.

     (t) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required . Neither the Company nor the Subsidiary is (i) in violation or in default (or, with the giving of notice or lapse of time, would be in default) (“ Default ”) under its charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or such Subsidiary is a party or by which it may be bound, or to which any of the property or assets of the Company or the Subsidiary is subject (each, an “ Existing Instrument ”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such Subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii) only, for such Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Subscription Agreement(s) by the Company, the issue and sale of the Common Stock and Warrants by the Company and the consummation of the transactions contemplated hereby and thereby, by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or by-laws of the Company or the Subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or the Subsidiary of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or the Subsidiary or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for execution, delivery and performance of this Agreement and the Subscription Agreement(s) by the Company, the offer or sale of the Common Stock and Warrants or the consummation of the transactions contemplated hereby or thereby, by the Disclosure Package and by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws.

     (u) No Material Actions or Proceedings . There are no legal or governmental actions, suits or proceedings (collectively, “ Proceedings ”), including without limitations, any proceedings pending before the United States Food and Drug Administration (“ FDA ”) or comparable federal, state, local or foreign governmental bodies (it being understood that the interaction between the Company and the FDA and such comparable governmental bodies relating to the clinical development and product approval process shall not be deemed proceedings for purposes of this representation) pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or the Subsidiary, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or the Subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or the Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected

to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement and the Subscription Agreements. The descriptions of Proceedings contained in the General Disclosure Package and the Prospectus are accurate and complete in all material respects.

     (v) Labor Matters . No labor problem or dispute with the employees of the Company or the Subsidiary exists or, to the Company’s knowledge, is threatened or imminent.

     (w) Intellectual Property Rights . The Company and the Subsidiary own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “ Intellectual Property ”) necessary for the conduct of the Company’s business as now conducted or as proposed in each of the Disclosure Package and the Prospectus to be conducted. Except as set forth in the Disclosure Package and the Prospectus (a) no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Company; (b) to the Company’s knowledge, there is no material infringement by third parties of any such Intellectual Property owned by or exclusively licensed to the Company; (c) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any material Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (d) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; and (e) there is no pending or threatened action, suit, proceeding or claim by others that the Company’s business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim.

     (x) All Necessary Permits, etc . The Company and the Subsidiary possess such valid and current licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor the Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could have a Material Adverse Effect.

     (y) Title to Properties . The Company and the Subsidiary have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 2(p) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, with the exception of assets subject to capitalized lease obligations, and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or the Subsidiary. The real property,

improvements, equipment and personal property held under lease by the Company or the Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such Subsidiary.

     (z) Tax Law Compliance . The Company and the Subsidiary have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, or such taxes, assessments, fines or penalties that could not reasonably be expected to have a Material Adverse Effect. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2(p) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or the Subsidiary has not been finally determined.

     (aa) Company Not an “Investment Company” . The Company is not, and after receipt of payment for the Common Stock and Warrants and the application of the proceeds thereof as contemplated under the caption “Use of Proceeds” in the Prospectus will not be, required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

     (bb) Insurance . Each of the Company and the Subsidiary is insured by recognized, financially sound and reputable institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses. All policies of insurance and fidelity or surety bonds insuring the Company or the Subsidiary or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and the Subsidiary are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company or the Subsidiary under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not have a Material Adverse Effect.

     (cc) No Restrictions on Dividends . The Subsidiary is not currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on its capital stock, from repaying to the Company any loans or advances to the Subsidiary from the Company or from transferring any of the Subsidiary’s property or assets to the Company, except as described in or contemplated by the Disclosure Package and the Prospectus.

     (dd) No Price Stabilization or Manipulation . The Company has not taken and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Common Stock and Warrants. The Company acknowledges that the Placement Agent may engage in passive market making transactions in the Common Stock and Warrants on the Nasdaq Global Market in accordance with Regulation M under the Exchange Act. !

     (ee) Related Party Transactions . There are no business relationships or related-party transactions involving the Company or the Subsidiary or any other person required to be described in the Disclosure Package or the Prospectus that have not been described as required.

     (ff) Internal Controls and Procedures . The Company maintains (i) effective internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act, and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (gg) No Material Weakness in Internal Controls . Since the end of the Company’s most recent audited fiscal year, there has been (i) to the Company’s knowledge, no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting.

     (hh) Earnings Statement . The Company agrees with the Placement Agent to make generally available to its stockholders as soon as practicable, but in any event not later than 16 months after the date hereof, an earnings statement covering a period of at least 12 months beginning after the date hereof and otherwise satisfying Section 11(a) of the Securities Act.

     (ii) No Unlawful Contributions or Other Payments . Neither the Company nor the Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or the Subsidiary is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and the Company, the Subsidiary

and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

     “ FCPA ” means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

     (jj) Compliance with Environmental Laws . Except as otherwise disclosed in the Disclosure Package and the Prospectus (i) neither the Company nor the Subsidiary is in violation of any federal, state, local or foreign law, regulation, order, permit or other requirement relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “ Materials of Environmental Concern ”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “ Environmental Laws ”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation