{"id":43970,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-pixelworks-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-pixelworks-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-pixelworks-inc.html","title":{"rendered":"Underwriting Agreement – Pixelworks Inc."},"content":{"rendered":"

3,650,000 Shares <\/strong><\/p>\n

PIXELWORKS, INC. <\/strong><\/p>\n

Common Stock <\/strong><\/p>\n

UNDERWRITING AGREEMENT <\/strong><\/p>\n

May 6, 2011<\/p>\n

Roth Capital Partners, LLC<\/p>\n

24 Corporate Plaza<\/p>\n

Newport Beach, CA 92660<\/p>\n

Ladies and Gentlemen:<\/p>\n

Pixelworks, Inc., an Oregon corporation (the “Company<\/u>“), proposes,
\nsubject to the terms and conditions stated herein, to issue and sell to Roth
\nCapital Partners, LLC (the “Underwriter<\/u>“) an aggregate of 3,650,000
\nauthorized but unissued shares (the “Firm Shares<\/u>“) of Common Stock, par
\nvalue $0.001 per share (the “Common Stock<\/u>“), of the Company. The Company
\nalso proposes, subject to the terms and conditions stated herein, to issue and
\nsell to the Underwriter an aggregate of up to 547,500 additional shares of
\nCommon Stock (the “Additional Shares<\/u>“), if and to the extent that the
\nUnderwriter shall have determined to exercise the right to purchase such shares
\ngranted to the Underwriter in Section 4(b) hereof. The Firm Shares and
\nAdditional Shares are collectively referred to as the “Shares<\/u>.”<\/p>\n

The Company and the Underwriter hereby agree as follows:<\/p>\n

1. Registration Statement and Prospectus<\/em><\/strong>. The
\nCompany has prepared and filed with the Securities and Exchange Commission (the
\n“Commission<\/u>“) a registration statement on Form S-3 (File No. 333-170768)
\nunder the Securities Act of 1933, as amended (the “Securities Act<\/u>“) and
\nthe rules and regulations of the Commission thereunder (the “Rules and
\nRegulations<\/u>“). Such registration statement has been declared effective by
\nthe Commission. Such registration statement, including any amendments thereto
\n(including post effective amendments thereto), the exhibits and any schedules
\nthereto, the documents incorporated by reference therein pursuant to Form S-3
\nunder the Securities Act and the Rules and Regulations, and the documents and
\ninformation otherwise deemed to be a part thereof or included therein by Rule
\n430B under the Securities Act or otherwise pursuant to the Rules and
\nRegulations, is herein called the “Registration Statement<\/u>.” If the
\nCompany has filed or files an abbreviated registration statement pursuant to
\nRule 462(b) under the Securities Act (the “Rule 462 Registration
\nStatement<\/u>“), then any reference herein to the term Registration Statement
\nshall include such Rule 462 Registration Statement. The prospectus included in
\nthe Registration Statement at the time it was declared effective by the
\nCommission is herein called the “Base Prospectus<\/u>.”<\/p>\n

1<\/p>\n

\n

The Company has filed or proposes to file with the Commission pursuant to
\nRule 424 under the Securities Act a preliminary prospectus supplement relating
\nto the Shares (the “Preliminary Prospectus Supplement<\/u>“) and a final
\nprospectus supplement relating to the Shares (the “Final Prospectus
\nSupplement<\/u>“). The Final Prospectus Supplement together with the Base
\nProspectus is hereinafter called the “Final Prospectus<\/u>.” The Final
\nProspectus together with the Preliminary Prospectus Supplement is hereinafter
\ncalled the “Prospectus<\/u>.” Any reference herein to the Base Prospectus, the
\nPreliminary Prospectus Supplement, the Final Prospectus Supplement, the Final
\nProspectus or a Prospectus shall be deemed to include the documents incorporated
\nby reference therein pursuant to the Rules and Regulations.<\/p>\n

For purposes of this Agreement, all references to the Registration Statement,
\nthe Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus
\nSupplement, the Final Prospectus, the Prospectus or any amendment or supplement
\nto any of the foregoing shall be deemed to include the copy filed with the
\nCommission pursuant to its Electronic Data Gathering, Analysis and Retrieval
\nSystem (“EDGAR<\/u>“). All references in this Agreement to financial
\nstatements and schedules and other information which is “described,”
\n“contained,” “included” or “stated” in the Registration Statement, the Base
\nProspectus, the Preliminary Prospectus Supplement, the Final Prospectus
\nSupplement, the Final Prospectus or the Prospectus (or other references of like
\nimport) shall be deemed to mean and include all such financial statements, pro
\nforma financial information and schedules and other information which is
\nincorporated by reference in or otherwise deemed by the Rules and Regulations to
\nbe a part of or included in the Registration Statement, the Base Prospectus, the
\nPreliminary Prospectus Supplement, the Final Prospectus Supplement, the Final
\nProspectus or the Prospectus, as the case may be; and all references in this
\nAgreement to amendments or supplements to the Registration Statement, the Base
\nProspectus, the Preliminary Prospectus Supplement, the Final Prospectus
\nSupplement, the Final Prospectus or the Prospectus shall be deemed to mean and
\ninclude the subsequent filing of any document under the Securities Exchange Act
\nof 1934, as amended (the “Exchange Act<\/u>“), that is deemed to be
\nincorporated therein by reference therein or otherwise deemed by the Rules and
\nRegulations to be a part thereof.<\/p>\n

2. Representations and Warranties of the Company Regarding the
\nOffering.<\/em><\/strong><\/p>\n

(a) The Company represents and warrants to, and agrees with, the Underwriter,
\nas of the date hereof and as of the Closing Date (as defined in Section 4(c)
\nbelow), except as otherwise indicated, as follows:<\/p>\n

(i) At the date hereof and at the Closing Date, the Registration Statement
\nand any post-effective amendment thereto conforms or will conform in all
\nmaterial respects with the requirements of the Securities Act and the Rules and
\nRegulations and did not or will not, as the case may be, contain any untrue
\nstatement of a material fact or omit to state a material fact required to be
\nstated therein or necessary to make the statements therein not misleading. The
\nTime of Sale Disclosure Package (as defined in Section 2(a)(iii) below) as of
\nthe date hereof, and the Final Prospectus, as amended or supplemented, at the
\ntime of filing pursuant to Rule 424(b) under the Securities Act and at the
\nClosing Date, did not and will not contain any untrue statement of a material
\nfact or omit to state a material fact required to be stated therein or necessary
\nto make the statements therein, in the light of the circumstances under which
\nthey were<\/p>\n

2<\/p>\n

\n

made, not misleading. The representations and warranties set forth in the two
\nimmediately preceding sentences shall not apply to statements in or omissions
\nfrom the Registration Statement, the Base Prospectus, the Preliminary Prospectus
\nSupplement, the Final Prospectus Supplement, the Final Prospectus or the
\nProspectus in reliance upon, and in conformity with, written information
\nfurnished to the Company by the Underwriter specifically for use in the
\npreparation thereof. The Registration Statement contains all exhibits and
\nschedules required to be filed by the Securities Act or the Rules and
\nRegulations. No stop order preventing or suspending the effectiveness or use of
\nthe Registration Statement or any Prospectus is in effect and no proceedings for
\nsuch purpose have been instituted or are pending, or, to the knowledge of the
\nCompany, are contemplated or threatened by the Commission.<\/p>\n

(ii) The documents incorporated by reference in the Registration Statement,
\nthe Time of Sale Disclosure Package and any Prospectus, when they became
\neffective or were filed with the Commission, as the case may be, conformed in
\nall material respects to the requirements of the Securities Act or the Exchange
\nAct, as applicable, were filed on a timely basis with the Commission and none of
\nsuch documents, when they were filed (or, if amendments to such documents were
\nfiled, when such amendments were filed), contained an untrue statement of a
\nmaterial fact or omitted to state a material fact necessary to make the
\nstatements therein, in the light of the circumstances under which they were
\nmade, not misleading. Any further documents so filed and incorporated by
\nreference in the Registration Statement, the Time of Sale Disclosure Package or
\nthe Final Prospectus, when such documents are filed with the Commission, will
\nconform in all material respects to the requirements of the Exchange Act, and
\nwill not contain an untrue statement of a material fact or omit to state a
\nmaterial fact necessary to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading.<\/p>\n

(iii) (A) The Company has provided a copy to the Underwriter of each Issuer
\nFree Writing Prospectus (as defined below) used in the sale of Shares. The
\nCompany has filed all Issuer Free Writing Prospectuses required to be so filed
\nwith the Commission, and no stop order preventing or suspending the
\neffectiveness or use of any Issuer Free Writing Prospectus is in effect and no
\nproceedings for such purpose have been instituted or are pending, or, to the
\nknowledge of the Company, are contemplated or threatened by the Commission. No
\nIssuer Free Writing Prospectus, as of its issue date and at all subsequent times
\nthrough the completion of the public offer and sale of the Shares, has, does or
\nwill include information that conflicted, conflicts or will conflict with the
\ninformation contained in the Registration Statement or the Final Prospectus. The
\nrepresentations and warranties set forth in the immediately preceding sentence
\nshall not apply to statements in or omissions from any Issuer Free Writing
\nProspectus in reliance upon, and in conformity with, written information
\nfurnished to the Company by the Underwriter specifically for use in the
\npreparation thereof. As used in this paragraph and elsewhere in this Agreement:\n<\/p>\n

(1) “Time of Sale Disclosure Package<\/u>” means the Base Prospectus, the
\nPreliminary Prospectus Supplement, and the description of the transaction
\nprovided by the Underwriter included on Schedule I<\/strong>.<\/p>\n

3<\/p>\n

\n

(2) “Issuer Free Writing Prospectus<\/u>” means any “issuer free writing
\nprospectus,” as defined in Rule 433 under the Securities Act, relating to the
\nShares that (A) is required to be filed with the Commission by the Company, or
\n(B) is exempt from filing pursuant to Rule 433(d)(5)(i) or (d)(8) under the
\nSecurities Act, in each case in the form filed or required to be filed with the
\nCommission or, if not required to be filed, in the form retained in the
\nCompany153s records pursuant to Rule 433(g) under the Securities Act. For the
\navoidance of doubt, the term “Issuer Free Writing Prospectus” shall not include
\nany “free writing prospectus” (as defined in Rule 405 under the Securities Act)
\nthat was prepared by the Underwriter or provided to any person by the
\nUnderwriter without the knowledge and consent of the Company.<\/p>\n

(B) At the time of filing of the Registration Statement and at the date
\nhereof, the Company was not and is not an “ineligible issuer,” as defined in
\nRule 405 under the Securities Act or an “excluded issuer” as defined in Rule 164
\nunder the Securities Act.<\/p>\n

(C) Each Issuer Free Writing Prospectus satisfied, as of its issue date, all
\nother conditions as may be applicable to its use as set forth in Rules 164 and
\n433 under the Securities Act, including any legend, record-keeping or other
\nrequirements.<\/p>\n

(iv) The financial statements of the Company, together with the related
\nnotes, included or incorporated by reference in the Registration Statement, the
\nTime of Sale Disclosure Package and the Final Prospectus comply in all material
\nrespects with the applicable requirements of the Securities Act and the Exchange
\nAct and fairly present the financial condition of the Company as of the dates
\nindicated and the results of operations and changes in cash flows for the
\nperiods therein specified in conformity with generally accepted accounting
\nprinciples consistently applied throughout the periods involved; and the
\nsupporting schedules included in or incorporated by reference into the
\nRegistration Statement present fairly the information required to be stated
\ntherein. No other financial statements, pro forma financial information or
\nschedules are required under the Securities Act to be included or incorporated
\nby reference in the Registration Statement, the Time of Sale Disclosure Package
\nor the Final Prospectus. To the Company153s knowledge, KPMG LLP, which has
\nexpressed its opinion with respect to the audited financial statements and
\nschedules filed as a part of the Registration Statement and included in or
\nincorporated by reference into the Registration Statement, the Time of Sale
\nDisclosure Package and the Final Prospectus, is an independent public accounting
\nfirm with respect to the Company within the meaning of the Securities Act and
\nthe Rules and Regulations.<\/p>\n

(v) The Company had a reasonable basis for, and made in good faith, each
\n“forward-looking statement” (within the meaning of Section 27A of the Act or
\nSection 21E of the Exchange Act) contained or incorporated by reference in the
\nRegistration Statement, the Time of Sale Disclosure Package or the Final
\nProspectus.<\/p>\n

4<\/p>\n

\n

(vi) Any statistical or market-related data included or incorporated by
\nreference in the Registration Statement, the Time of Sale Disclosure Package or
\nthe Final Prospectus are based on or derived from sources that the Company
\nreasonably believes to be reliable and accurate in all material respects, and
\nthe Company has obtained the written consent to the use of such data from such
\nsources, to the extent required.<\/p>\n

(vii) The Common Stock is registered pursuant to Section 12(b) of the
\nExchange Act and is listed or approved for listing on The NASDAQ Global Market
\n(“NASDAQ<\/u>“). There is no action pending by the Company or, to the
\nCompany153s knowledge, NASDAQ to delist the Common Stock from NASDAQ, nor has the
\nCompany received any notification that NASDAQ is contemplating terminating such
\nlisting. As of the Closing Date, the Shares will have been duly authorized for
\nlisting on NASDAQ, subject to official notice of issuance.<\/p>\n

(viii) The Company has not taken, directly or indirectly, any action that is
\ndesigned to or that has constituted or that would reasonably be expected to
\ncause or result in the unlawful stabilization or manipulation of the price of
\nany security of the Company to facilitate the sale or resale of the Shares.<\/p>\n

(ix) [Intentionally omitted.]<\/p>\n

(x) The Company is not required to, and, after giving effect to the offering
\nand sale of the Shares, will not be required to, register as an “investment
\ncompany,” as such term is defined in the Investment Company Act of 1940, as
\namended.<\/p>\n

(xi) The Company was at the time of filing the Registration Statement, and at
\nthe date hereof, remains eligible to use Form S-3 under the Securities Act.<\/p>\n

(b) Any certificate that is, and is required by the terms of this Agreement
\nto be, signed by any officer of the Company and delivered to the Underwriter
\nshall be deemed a representation and warranty by the Company to the Underwriter
\nas to the matters covered thereby.<\/p>\n

3. Representations and Warranties Regarding the
\nCompany.<\/em><\/strong><\/p>\n

(a) The Company represents and warrants to and agrees with, the Underwriter,
\nexcept as set forth in the Registration Statement, the Time of Sale Disclosure
\nPackage and the Prospectus, as follows:<\/p>\n

(i) Each of the Company and its subsidiaries has been duly organized and is
\nvalidly existing as a corporation in good standing under the laws of its
\njurisdiction of incorporation. Each of the Company and its subsidiaries has the
\ncorporate power and authority to own its properties and conduct its business as
\ncurrently being carried on and as described in the Registration Statement, the
\nTime of Sale Disclosure Package and the Prospectus, and is duly qualified to do
\nbusiness as a foreign corporation in good standing in each jurisdiction in which
\nit owns or leases real property or in which the conduct of its business makes
\nsuch qualification necessary, except in each case, where the failure to be so
\nqualified would not have or be reasonably likely to result in a material adverse
\neffect upon the business, financial condition or results of operations of the
\nCompany and its subsidiaries, taken as a whole, or in the Company153s ability to
\nperform its obligations under this Agreement (“Material Adverse
\nEffect<\/u>“).<\/p>\n

5<\/p>\n

\n

(ii) The Company has the corporate power and authority to enter into this
\nAgreement and to issue and sell the Shares as contemplated by this Agreement.
\nThis Agreement has been duly authorized, executed and delivered by the Company,
\nand constitutes a valid, legal and binding obligation of the Company,
\nenforceable in accordance with its terms, except as rights to indemnity and
\ncontribution hereunder may be limited by federal or state law and except as such
\nenforceability may be limited by bankruptcy, insolvency, reorganization or
\nsimilar laws affecting the rights of creditors generally and subject to general
\nprinciples of equity.<\/p>\n

(iii) The execution, delivery and performance of this Agreement and the
\nconsummation of the transactions herein contemplated will not (A) result in a
\nbreach or violation of any of the terms and provisions of, or constitute a
\ndefault under, any law, rule or regulation to which the Company or any
\nsubsidiary is subject, or by which any property or asset of the Company or any
\nsubsidiary is bound or affected, (B) conflict with, result in any violation or
\nbreach of, or constitute a default (or an event that with notice or lapse of
\ntime or both would become a default) under, or give to others any right of
\ntermination, amendment, acceleration or cancellation (with or without notice,
\nlapse of time or both) of, any agreement, lease, credit facility, debt, note,
\nbond, mortgage, indenture or other instrument (the “Contracts<\/u>“) or
\nobligation or other understanding to which the Company or any subsidiary is a
\nparty of by which any property or asset of the Company or any subsidiary is
\nbound or affected, or (C) result in a breach or violation of any of the terms
\nand provisions of, or constitute a default under, the Company153s articles of
\nincorporation or by-laws, each as amended, except in the case of clauses (A) and
\n(B), to the extent not reasonably likely to result in a Material Adverse Effect.\n<\/p>\n

(iv) Neither the Company nor any of its subsidiaries is in violation, breach
\nor default under its articles of incorporation, by-laws or other equivalent
\norganizational or governing documents, each as amended, except, in the case of a
\nsubsidiary of the Company, to the extent the violation, breach or default is not
\nreasonably likely to result in a Material Adverse Effect.<\/p>\n

(v) All consents, approvals, orders, authorizations and filings required on
\nthe part of the Company and its subsidiaries in connection with the execution,
\ndelivery or performance of this Agreement have been obtained or made, other than
\n(A) any such consents, approvals, orders, authorizations and filings to be
\nobtained or made after the date of this Agreement under the Securities Act, the
\nExchange Act, the Rules and Regulations and applicable state and foreign
\nsecurities laws in connection with the offer and sale of the Shares, (B) the
\nlisting of the Shares on NASDAQ, and (C) such consents, approvals, orders and
\nauthorizations the failure of which to make or obtain is not reasonably likely
\nto result in a Material Adverse Effect.<\/p>\n

6<\/p>\n

\n

(vi) All of the issued and outstanding shares of capital stock of the Company
\nare duly authorized and validly issued, fully paid and nonassessable, and have
\nbeen issued in material compliance with all applicable securities laws, and
\nconform in all material respects to the description thereof in the Registration
\nStatement, the Time of Sale Disclosure Package and the Prospectus. Except for
\nthe issuances of options or restricted stock in the ordinary course of business,
\nsince the respective dates as of which information is provided in the
\nRegistration Statement, the Time of Sale Disclosure Package or the Prospectus,
\nthe Company has not entered into or granted any convertible or exchangeable
\nsecurities, options, warrants, agreements, contracts or other rights in
\nexistence to purchase or acquire from the Company any shares of the capital
\nstock of the Company. The Shares, when issued and duly paid for as provided
\nherein, will be duly authorized and validly issued, fully paid and
\nnonassessable, and will be free of preemptive, registration or similar rights.\n<\/p>\n

(vii) Each of the Company and its subsidiaries has (i) filed all returns (as
\nhereinafter defined) required to be filed with taxing authorities prior to the
\ndate hereof or has duly obtained extensions of time for the filing thereof, and
\n(ii) paid all taxes (as hereinafter defined) shown as due and payable on such
\nreturns that were filed, in each of cases (i) and (ii), except (A) with respect
\nto any taxes that are being contested in good faith and (B) to the extent not
\nreasonably likely to result in a Material Adverse Effect. Except as disclosed to
\nthe Underwriter or its legal counsel, (i) no material issues have been raised
\n(and are currently pending) by any taxing authority in connection with any of
\nthe returns or taxes asserted as due from the Company or its subsidiaries, and
\n(ii) no waivers of statutes of limitation with respect to the returns or
\ncollection of taxes have been given by or requested from the Company or its
\nsubsidiaries. The term “taxes<\/u>” mean all federal, state, local, foreign,
\nand other net income, gross income, gross receipts, sales, use, ad valorem,
\ntransfer, franchise, profits, license, lease, service, service use, withholding,
\npayroll, employment, excise, severance, stamp, occupation, premium, property,
\nwindfall profits, customs, duties or other taxes, fees, assessments, or charges
\nof any kind whatever, together with any interest and any penalties, additions to
\ntax, or additional amounts with respect thereto. The term “returns<\/u>” means
\nall returns, declarations, reports, statements, and other documents required to
\nbe filed in respect to taxes.<\/p>\n

(viii) Since the respective dates as of which information is given in the
\nRegistration Statement, the Time of Sale Disclosure Package or the Prospectus,
\n(a) neither the Company nor any of its subsidiaries has incurred any material
\nliabilities or obligations, direct or contingent, or entered into any material
\ntransactions other than in the ordinary course of business, (b) the Company has
\nnot declared or paid any dividends or made any distribution of any kind with
\nrespect to its capital stock; (c) there has not been any material change in the
\nnumber of outstanding shares of the capital stock of the Company or any of its
\nsubsidiaries (other than a change in the number of outstanding shares of Common
\nStock due to the issuance of shares upon the exercise of outstanding options or
\nwarrants or the issuance, repurchase or forfeiture of restricted stock awards or
\nrestricted stock units under the Company153s existing stock awards plans, or any
\nnew grants thereof in the ordinary course of business), (d) there has not been
\nany material change in the outstanding principal amount of the Company153s
\nlong-term or short-term debt (except for any changes that have resulted or may
\nresult from any repurchase made in connection with the Company153s offer to
\nrepurchase (the “Tender Offer<\/u>“) its 1.75% Convertible Subordinated
\nDebentures due 2024 (the “Convertible Debentures<\/u>“), which offer was
\ndisclosed by the Company on its Form TO, filed with the Commission on April 13,
\n2011), and (e) there has not been any Material Adverse Effect.<\/p>\n

7<\/p>\n

\n

(ix) There is not pending or, to the knowledge of the Company, threatened,
\nany action, suit or proceeding to which the Company or any of its subsidiaries
\nis a party or of which any property or assets of the Company is the subject
\nbefore or by any court or governmental agency, authority or body, or any
\narbitrator or mediator, in each case, which is reasonably likely to result in a
\nMaterial Adverse Effect.<\/p>\n

(x) The Company and each of its subsidiaries holds, and is in compliance
\nwith, all franchises, grants, authorizations, licenses, permits, easements,
\nconsents, certificates and orders (“Permits<\/u>“) of any governmental or
\nself-regulatory agency, authority or body required for the conduct of its
\nbusiness, and all such Permits are in full force and effect, in each case except
\nwhere the failure to hold, or comply with, any of them is not reasonably likely
\nto result in a Material Adverse Effect.<\/p>\n

(xi) The Company and its subsidiaries have good and marketable title to all
\nproperty (whether real or personal) described in the Registration Statement, the
\nTime of Sale Disclosure Package and the Prospectus as being owned by them that
\nare material to the business of the Company, in each case free and clear of all
\nliens, claims, security interests, other encumbrances or defects, except those
\nthat are not reasonably likely to result in a Material Adverse Effect. The
\nproperty held under lease by the Company and its subsidiaries is held by them
\nunder valid, subsisting and enforceable leases with only such exceptions with
\nrespect to any particular lease as do not interfere in any material respect with
\nthe conduct of the business of the Company and its subsidiaries.<\/p>\n

(xii) The Company and each of its subsidiaries owns or possesses or has valid
\nright to use all patents, patent applications, trademarks, service marks, trade
\nnames, trademark registrations, service mark registrations, copyrights,
\nlicenses, inventions, trade secrets and similar rights (“Intellectual
\nProperty<\/u>“) that are material to the business of the Company and its
\nsubsidiaries as currently carried on and as described in the Registration
\nStatement, the Time of Sale Disclosure Package and the Prospectus. To the
\nknowledge of the Company, no action or use by the Company or any of its
\nsubsidiaries will involve or give rise to any infringement of, or license or
\nsimilar fees for, any Intellectual Property of others, except where such action,
\nuse, license or fee is not reasonably likely to result in a Material Adverse
\nEffect. Neither the Company nor any of its subsidiaries has received any notice
\nalleging any such infringement or fee.<\/p>\n

(xiii) The Company and each of its subsidiaries has complied with, is not in
\nviolation of, and has not received any notice of violation relating to any law,
\nrule or regulation relating to the conduct of its business, or the ownership or
\noperation of its property and assets, including, without limitation, (A) the
\nCurrency and Foreign Transactions Reporting Act of 1970, as amended, or any
\nmoney laundering laws, rules or regulations, (B) any laws, rules or regulations
\nrelated to health, safety or the environment, including those relating to the
\nregulation of hazardous substances, (C) the Sarbanes-Oxley Act and the rules and
\nregulations of the Commission thereunder, (D) the Foreign Corrupt Practices Act
\nof 1977 and the rules and regulations thereunder, and (E) the Employment
\nRetirement Income Security Act of 1974 and the rules and regulations thereunder,
\nin each case except where the failure to be in compliance is not reasonably
\nlikely to result in a Material Adverse Effect.<\/p>\n

8<\/p>\n

\n

(xiv) Neither the Company nor any of its subsidiaries nor, to the knowledge
\nof the Company, any director, officer, employee, representative, agent or
\naffiliate of the Company or any of its subsidiaries is currently subject to any
\nU.S. sanctions administered by the Office of Foreign Assets Control of the U.S.
\nTreasury Department (“OFAC<\/u>“); and the Company will not knowingly directly
\nor indirectly use the proceeds of the offering of the Shares contemplated
\nhereby, or lend, contribute or otherwise make available such proceeds to any
\nperson or entity, for the purpose of financing the activities of any person
\ncurrently subject to any U.S. sanctions administered by OFAC.<\/p>\n

(xv) The Company carries, or is covered by, insurance in such amounts and
\ncovering such risks as the Company believes is reasonable for the conduct of its
\nbusiness and the value of its properties.<\/p>\n

(xvi) No labor dispute with the employees of the Company or any of its
\nsubsidiaries exists or, to the knowledge of the Company, is imminent, except for
\nany such dispute that is not reasonably likely to result in a Material Adverse
\nEffect.<\/p>\n

(xvii) Neither the Company nor, to its knowledge, any other party is in
\nviolation, breach or default of any Contract that is reasonably likely to result
\nin a Material Adverse Effect.<\/p>\n

(xviii) No supplier, customer, distributor or sales agent of the Company has
\nnotified the Company that it intends to discontinue or decrease the rate of
\nbusiness done with the Company, except where such decrease is not reasonably
\nlikely to result in a Material Adverse Effect.<\/p>\n

(xix) Except for this Agreement and the engagement letter, dated March 28,
\n2011, neither the Company nor any of its subsidiaries is party to any
\narrangements or understandings for services in the nature of a finder153s,
\nconsulting, underwriting or origination fee for the offer and sale of the Shares
\nhereunder, and neither the Company nor any of its subsidiaries has paid any such
\nfee with respect to the introduction of the Company to the Underwriter or for
\nthe offer and sale of the Shares hereunder.<\/p>\n

(xx) [Intentionally omitted.]<\/p>\n

(xxi) To the knowledge of the Company, based on the Company153s review of
\nSchedules 13D and 13G filed with the Commission with respect to the outstanding
\nCommon Stock of the Company, there are no beneficial owners of 5% or more of the
\nCompany153s Common Stock, except for Renaissance Technologies LLC; provided,
\nhowever, that the Company hereby informs the Underwriter that on February 14,
\n2011 Shannon River Fund Management Co., LLC filed with the Commission a Form
\n13-F with respect to 844,383 shares of Common Stock. The Company will advise the
\nUnderwriter and its counsel if it becomes aware, prior to the Closing Date, that
\nany beneficial owner of 5% or more of the Company153s Common Stock (other than
\nRenaissance Technologies LLC) is or becomes a member of FINRA or an affiliate or
\nassociated person of a FINRA member.<\/p>\n

9<\/p>\n

\n

(xxii) The Company has not issued any unregistered equity securities to any
\nperson during the 180-day period immediately preceding the date that the Company
\nfiled the Registration Statement with the Commission.<\/p>\n

(xxiii) The Company does not have any current intention to direct any
\nproceeds of the offering and sale of the Shares to a member of FINRA, except as
\nprovided herein.<\/p>\n

(xxiv) Other than the Underwriter, the Company has not appointed or granted
\nany right to any person to act as an underwriter or financial advisor to the
\nCompany with respect to the offer and sale of the Shares.<\/p>\n

4. Purchase, Sale and Delivery of Shares.<\/em><\/strong><\/p>\n

(a) On the basis of the representations, warranties and agreements herein
\ncontained, but subject to the terms and conditions herein set forth, the Company
\nagrees to issue and sell the Firm Shares to the Underwriter, and the Underwriter
\nagrees to purchase the Firm Shares. The purchase price to be paid by the
\nUnderwriter to the Company for the Firm Shares shall be $2.1112 per share (the
\n“Per Share Price<\/u>“).<\/p>\n

(b) On the basis of the representations, warranties and agreements herein
\ncontained, but subject to the terms and conditions herein set forth, the Company
\nhereby grants to the Underwriter an option to purchase some or all of the
\nAdditional Shares, and the Underwriter shall have the right to purchase all or
\nany portion of the Additional Shares at the price per share equal to the Per
\nShare Price, as may be necessary to cover over-allotments made in connection
\nwith the transactions contemplated hereby. This option may be exercised by the
\nUnderwriter at any time (but not more than once) on or before the thirtieth
\n(30th) day following the date hereof, upon one (1) day written notice to the
\nCompany (the “Option Notice<\/u>“). The Option Notice shall set forth the
\naggregate number of Additional Shares as to which the option is being exercised,
\nand the date and time when the Additional Shares are to be delivered (such date
\nand time being herein referred to as the “Option Closing Date<\/u>“);
\nprovided<\/em>, however<\/em>, that, unless the Company and the
\nUnderwriter otherwise agree, the Option Closing Date shall not be earlier than
\nthe Closing Date (as defined below) with respect to the Firm Shares, nor earlier
\nthan the third business day after the date on which the option shall have been
\nexercised, nor later than the fifth business day after the date on which the
\noption shall have been exercised.<\/p>\n

Payment of the purchase price for and delivery of the Additional Shares shall
\nbe made on the Option Closing Date in the same manner and at the same office as
\nthe payment for the Firm Shares as set forth in subparagraph (c) below.<\/p>\n

(c) The Firm Shares will be delivered by the Company to the Underwriter
\nagainst payment of the purchase price therefor by wire transfer of immediately
\navailable funds payable to the order of the Company, at 7:00 a.m. PDT on
\nWednesday, May 11, 2011, or at such other time and date as the Underwriter and
\nthe Company may agree in writing, or, in the case of<\/p>\n

10<\/p>\n

\n

the Additional Shares, at such date and time set forth in the Option Notice.
\nThe time and date of delivery of the Firm Shares or the Additional Shares, as
\napplicable, is referred to herein as the “Closing Date<\/u>.” Delivery of the
\nFirm Shares and Additional Shares shall be made in book-entry form through the
\nfacilities of The Depository Trust Company to the account of the Underwriter
\ndesignated by the Underwriter.<\/p>\n

5. Covenants and Other Agreements.<\/em><\/strong><\/p>\n

(a) The Company covenants and agrees with the Underwriter as follows:<\/p>\n

(i) During the period beginning on the date hereof and ending on the later of
\nthe Closing Date or such date, as reasonably determined by the Underwriter, the
\nProspectus is no longer required by law to be delivered in connection with sales
\nby an underwriter or dealer (the “Prospectus Delivery Period<\/u>“), prior to
\namending or supplementing the Registration Statement, the Time of Sale
\nDisclosure Package or the Prospectus, the Company shall furnish to the
\nUnderwriter for review and comment a copy of each such proposed amendment or
\nsupplement, and the Company shall not file any such proposed amendment or
\nsupplement to which the Underwriter reasonably objects; provided that no report
\nor other document reasonably determined by the Company or its counsel to be
\nrequired to be filed or furnished by the Company under the Exchange Act after
\nthe date of this Agreement shall be considered an amendment or supplement to the
\nRegistration Statement, Time of Sale Disclosure Package or the Prospectus for
\npurposes of this subsection (i).<\/p>\n

(ii) From the date of this Agreement until the end of the Prospectus Delivery
\nPeriod, the Company shall promptly advise the Underwriter in writing (A) of the
\nreceipt of any comments of, or requests for additional or supplemental
\ninformation from, the Commission, (B) of the time and date of any filing of any
\npost-effective amendment to the Registration Statement or any amendment or
\nsupplement to the Time of Sale Disclosure Package, the Prospectus or any Issuer
\nFree Writing Prospectus, (C) of the time and date that any post-effective
\namendment to the Registration Statement becomes effective and (D) of the
\nissuance by the Commission of any stop order suspending the effectiveness of the
\nRegistration Statement or of any order preventing or suspending its use or the
\nuse of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free
\nWriting Prospectus, or of any proceedings to remove, suspend or terminate from
\nlisting or quotation the Common Stock from any securities exchange upon which it
\nis listed for trading or included or designated for quotation, or of the
\nthreatening or initiation of any proceedings for any of such purposes. If the
\nCommission shall enter any such stop order at any time during the Prospectus
\nDelivery Period, the Company will use its reasonable efforts to obtain the
\nlifting of such order at the earliest possible moment. Additionally, the Company
\nagrees that it shall comply with the provisions of Rules 424(b), 430A and 430B,
\nas applicable, under the Securities Act and will use its reasonable efforts to
\nconfirm that any filings made by the Company under Rule 424(b) or Rule 433 were
\nreceived in a timely manner by the Commission (without reliance on Rule
\n424(b)(8) or 164(b) of the Securities Act).<\/p>\n

11<\/p>\n

\n

(iii) (A) During the Prospectus Delivery Period, the Company will comply with
\nall requirements imposed upon it by the Securities Act, as now and hereafter
\namended, and by the Rules and Regulations, as from time to time in force, and by
\nthe Exchange Act, as now and hereafter amended, so far as necessary to permit
\nthe continuance of sales of the Shares as contemplated by the provisions hereof,
\nthe Time of Sale Disclosure Package, the Registration Statement and the
\nProspectus. If during such period any event occurs as a result of which the
\nProspectus (or if the Prospectus is not yet available to prospective purchasers,
\nthe Time of Sale Disclosure Package) includes an untrue statement of a material
\nfact or omits to state a material fact necessary to make the statements therein,
\nin the light of the circumstances then existing, not misleading, or if during
\nsuch period it is necessary or appropriate in the opinion of the Company or its
\ncounsel or the Underwriter or its counsel to amend the Registration Statement or
\nsupplement the Prospectus (or if the Prospectus is not yet available to
\nprospective purchasers, the Time of Sale Disclosure Package) to comply with the
\nSecurities Act or to file under the Exchange Act any document that would be
\ndeemed to be incorporated by reference in the Prospectus in order to comply with
\nthe Securities Act or the Exchange Act, the Company will, promptly following the
\ntime it becomes aware of such opinion, notify the Underwriter and amend the
\nRegistration Statement or supplement the Prospectus (or if the Prospectus is not
\nyet available to prospective purchasers, the Time of Sale Disclosure Package) or
\nfile such document (at the expense of the Company) so as to correct such
\nstatement or omission or effect such compliance.<\/p>\n

(B) If at any time following the issuance of an Issuer Free Writing
\nProspectus there occurs an event or development as a result of which such Issuer
\nFree Writing Prospectus conflicts with the information contained in the
\nRegistration Statement or any Prospectus, the Company will promptly notify the
\nUnderwriter and will promptly amend or supplement, at its own expense, such
\nIssuer Free Writing Prospectus to eliminate or correct such conflict.<\/p>\n

(iv) The Company shall use reasonable efforts to qualify the Shares for sale
\nunder the securities laws of such jurisdictions as the Underwriter reasonably
\nrequests and to continue such qualifications in effect so long as required for
\nthe distribution of the Shares, except that the Company shall not be required in
\nconnection therewith to (A) qualify in any such jurisdiction as a foreign
\ncorporation or as a dealer in securities in any jurisdiction in which it is not
\nso qualified, (B) to execute a general consent to service of process in any
\njurisdiction, (C) to subject itself to taxation in respect of doing business in
\nany jurisdiction in which it is not otherwise subject or (D) qualify the Shares
\nfor sale under the laws of any non-U.S. jurisdictions.<\/p>\n

(v) The Company will furnish to the Underwriter and counsel for the
\nUnderwriter copies of the Registration Statement, each Prospectus, any Issuer
\nFree Writing Prospectus, and all amendments and supplements to such documents,
\nin each case promptly after they become available and in such quantities as the
\nUnderwriter may from time to time reasonably request.<\/p>\n

(vi) The Company will make generally available to its security holders as
\nsoon as practicable, but in any event not later than 15 months after the end of
\nthe Company153s current fiscal quarter, an earnings statement (which need not be
\naudited) covering a 12-month period that shall satisfy the provisions of Section
\n11(a) of the Securities Act and Rule 158 of the Rules and Regulations.<\/p>\n

12<\/p>\n

\n

(vii) The Company will pay or cause to be paid: (A) all expenses (including
\ntransfer taxes allocated to the respective transferees) incurred in connection
\nwith the delivery to the Underwriter of the Shares, (B) all expenses and fees
\nincurred by the Company (including, without limitation, fees and expenses of the
\nCompany153s counsel) in connection with the preparation, printing, filing,
\ndelivery, and shipping of the Registration Statement (including the financial
\nstatements therein and all amendments, schedules, and exhibits thereto), the
\nShares, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free
\nWriting Prospectus and any amendment thereof or supplement thereto, (C) all
\nreasonable filing fees and reasonable fees and disbursements of the
\nUnderwriter153s counsel incurred in connection with the qualification of the
\nShares for offering and sale by the Underwriter or by dealers under the
\nsecurities or blue sky laws of the states and other jurisdictions that the
\nUnderwriter shall reasonably request, (D) the fees and expenses of any transfer
\nagent or registrar of the Shares, (E) NASDAQ listing fees, if any, and (F) all
\nother costs and expenses incident to the performance of its obligations
\nhereunder that are not otherwise specifically provided for herein. In addition
\nto the foregoing, the Company will pay the Underwriter, on the Closing Date, an
\namount equal to 1.25% of the gross proceeds received by the Company from the
\nsale of the Firm Shares and the Additional Shares, as applicable, as a
\nnon-accountable reimbursement of the Underwriter153s other expenses (the
\n“Non-Accountable Underwriter153s Expenses<\/u>“). If this Agreement is
\nterminated by the Underwriter in accordance with the provisions of Section 6 or
\nSection 9, the Company will reimburse the Underwriter for all out-of-pocket
\ndisbursements (including, but not limited to, reasonable fees and disbursements
\nof counsel, travel expenses, postage, facsimile and telephone charges) incurred
\nby the Underwriter in connection with its investigation, preparing to market and
\nmarketing the Shares or in contemplation of performing its obligations
\nhereunder. Notwithstanding anything contained herein, the maximum amount payable
\nby the Company for all fees, expenses, costs, disbursements and out-of-pocket
\nexpenses of the Underwriter (excluding the Non-Accountable Underwriter153s
\nExpenses, but including, without limitation, any such other fees, expenses,
\ncosts, disbursements and out-of-pocket expenses listed above and any fees and
\ndisbursements of Underwriter153s counsel pursuant to this Section 5(a)(vii)) shall
\nbe $30,000.<\/p>\n

(viii) [Intentionally omitted.]<\/p>\n

(ix) The Company has not taken and will not take, directly or indirectly,
\nduring the Prospectus Delivery Period, any action designed to or which might
\nreasonably be expected to cause or result in, or that has constituted, the
\nunlawful stabilization or manipulation of the price of any security of the
\nCompany to facilitate the sale or resale of the Shares.<\/p>\n

(x) [Intentionally omitted.]<\/p>\n

13<\/p>\n

\n

(xi) The Company hereby agrees that, without the prior written consent of the
\nUnderwriter, it will not, during the period ending ninety (90) days after the
\ndate hereof (“Lock-Up Period<\/u>“), (i) offer, pledge, issue, sell, contract
\nto sell, lend, or otherwise transfer or dispose of, directly or indirectly, any
\nshares of Common Stock or any securities convertible into or exercisable or
\nexchangeable for Common Stock; or (ii) enter into any swap or other arrangement
\nthat transfers to another, in whole or in part, any of the economic consequences
\nof ownership of the Common Stock, whether any such transaction described in
\nclause (i) or (ii) above is to be settled by delivery of Common Stock or such
\nother securities, in cash or otherwise; or (iii) file any registration statement
\nwith the Commission relating to the offering of any shares of Common Stock or
\nany securities convertible into or exercisable or exchangeable for Common Stock.
\nThe restrictions contained in the preceding sentence shall not apply to (1) the
\nShares to be sold hereunder, (2) the issuance of Common Stock upon the exercise
\nof options or warrants and the vesting of restricted stock awards or units, (3)
\nthe issuance of employee stock options and the grant, redemption or forfeiture
\nof restricted stock awards or restricted stock units pursuant to equity
\nincentive plans described in the Registration Statement and the Prospectus and
\n(4) the issuance of Common Stock pursuant to an employee stock purchase plan of
\nthe Company. Notwithstanding the foregoing, if (x) the Company issues an
\nearnings release or material news, or a material event relating to the Company
\noccurs, during the last 17 days of the Lock-Up Period, or (y) prior to the
\nexpiration of the Lock-Up Period, the Company announces that it will release
\nearnings results during the 16-day period beginning on the last day of the
\nLock-Up Period, the restrictions imposed by this clause shall continue to apply
\nuntil the expiration of the 18-day period beginning on the issuance of the
\nearnings release or the occurrence of the material news or material event,
\nunless the Underwriter waives such extension in writing.<\/p>\n

(b) The Underwriter represents, warrants and agrees with the Company that:\n<\/p>\n

(i) the Underwriter has complied with all of its obligations under that
\ncertain letter agreement, dated April 25, 2011, by and between the Company and
\nthe Underwriter and that it will continue to so comply with each such obligation
\nfor as long as such obligation is applicable to it; and<\/p>\n

(ii) with respect to any offers and sales of Shares in the United Kingdom and
\nthe European Economic Area, the Underwriter will comply with the offering and
\nselling restrictions set forth in the Time of Sale Disclosure Package under the
\ncaptions “Underwriting:United Kingdom” and “Underwriting:European Economic Area”
\nand the Underwriter hereby makes the representations, warranties and agreements
\ndescribed thereunder as being made by it.<\/p>\n

(c) The Company represents and agrees that, unless it obtains the prior
\nwritten consent of the Underwriter, and the Underwriter represents and agrees
\nthat, unless it obtains the prior written consent of the Company, it has not
\nmade and will not make any offer relating to the Shares that would constitute an
\nIssuer Free Writing Prospectus; provided that the prior written consent of the
\nparties hereto shall be deemed to have been given in respect of the free writing
\nprospectus included in Schedule I<\/strong>. Any such free writing
\nprospectus consented to by the Company and the Underwriter is hereinafter
\nreferred to as a “Permitted Free Writing<\/u><\/p>\n

14<\/p>\n

\n

Prospectus<\/u>.” The Company represents that it has treated or agrees that
\nit will treat each Permitted Free Writing Prospectus as an “issuer free writing
\nprospectus,” as defined in Rule 433, and has complied or will comply with the
\nrequirements of Rule 433 applicable to any Permitted Free Writing Prospectus,
\nincluding timely Commission filing where required, legending and record-keeping.\n<\/p>\n

6. Conditions of the Underwriter153s Obligations<\/em><\/strong>. The
\nobligations of the Underwriter hereunder to purchase the Shares are subject to
\nthe accuracy, as of the date hereof and at the Closing Date (as if made at the
\nClosing Date), of and compliance with all representations, warranties and
\nagreements of the Company contained herein, the performance by the Company of
\nits obligations hereunder and the following additional conditions:<\/p>\n

(a) If filing of the Prospectus, or any amendment or supplement thereto, or
\nany Issuer Free Writing Prospectus, is required under the Securities Act or the
\nRules and Regulations, the Company shall have filed the Prospectus (or such
\namendment or supplement) or such Issuer Free Writing Prospectus with the
\nCommission in the manner and within the time period so required (without
\nreliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration
\nStatement shall remain effective; no stop order suspending the effectiveness of
\nthe Registration Statement or any part thereof, nor suspending or preventing the
\nuse of the Time of Sale Disclosure Package, the Final Prospectus or any Issuer
\nFree Writing Prospectus shall have been issued; and no proceedings for the
\nissuance of such an order shall have been initiated or threatened by the
\nCommission.<\/p>\n

(b) On or after the date hereof (i) no downgrading shall have occurred in the
\nrating accorded any of the Company153s securities by any “nationally recognized
\nstatistical organization,” as that term is defined by the Commission for
\npurposes of Rule 436(g)(2) under the Securities Act, and (ii) no such
\norganization shall have publicly announced that it has under surveillance or
\nreview, with possible negative implications, its rating of any of the Company153s
\nsecurities.<\/p>\n

(c) On the Closing Date, there shall have been furnished to the Underwriter
\n(i) an opinion of Ater Wynne LLP, dated the Closing Date, addressed to the
\nUnderwriter, in substantially the form attached hereto as Exhibit
\nA<\/strong>, (ii) a disclosure letter of Gibson, Dunn & Crutcher LLP, dated
\nthe Closing Date, addressed to the Underwriter, in substantially the form
\nattached hereto as Exhibit B<\/strong> and (iii) a disclosure letter of
\nK&L Gates LLP, dated the Closing Date, addressed to the Underwriter, in form
\nand substance reasonably satisfactory to the Underwriter, provided that, with
\nrespect to any Closing Date for any Additional Shares occurring following the
\nClosing Date for the Firm Shares, each of Gibson, Dunn & Crutcher LLP and
\nK&L Gates LLP, at its election, may instead deliver a bring down letter
\nre-affirming, as of such Closing Date for the Additional Shares, the statements
\nin its disclosure letter delivered on the Closing Date for the Firm Shares, and
\nthe delivery of such bring down letter shall be deemed to satisfy the conditions
\nset forth in clause (ii) or clause (iii) above, as the case may be.<\/p>\n

(d) On the Closing Date, the Underwriter shall have received a letter of KPMG
\nLLP, dated the Closing Date and addressed to the Underwriter, confirming that
\nthey are independent public accountants within the meaning of the Securities Act
\nand are in compliance with the applicable requirements relating to the
\nqualifications of accountants under Rule 2-01 of<\/p>\n

15<\/p>\n

\n

Regulation S-X of the Commission, and confirming, as of the date of such
\nletter (or, with respect to matters involving changes or developments since the
\nrespective dates as of which specified financial information is given in the
\nTime of Sale Disclosure Package, as of a date not prior to the date hereof or
\nmore than five days prior to the date of such letter), the conclusions and
\nfindings of said firm with respect to the financial information and other
\nmatters covered by its letter delivered to the Underwriter concurrently with the
\nexecution of this Agreement.<\/p>\n

(e) On the Closing Date, there shall have been furnished to the Underwriter a
\ncertificate, dated the Closing Date and addressed to the Underwriter, signed by
\neither the chief executive officer or the chief financial officer of the
\nCompany, in their capacity as such on behalf of the Company, to the effect that:
\n(i) the representations and warranties of the Company in this Agreement are true
\nand correct, in all material respects, as if made at and as of the Closing Date,
\nand (ii) the Company has complied in all material respects with all the
\nagreements and satisfied all the conditions on its part required to be performed
\nor satisfied at or prior to the Closing Date.<\/p>\n

(f) On the Closing Date, or the Option Closing Date, as applicable, the
\nCompany shall have furnished to the Underwriter a certificate signed by the
\nCompany153s secretary including copies of (i) all resolutions of the Company153s
\nBoard of Directors or committees thereof relating to the Registration Statement
\nand the offer and sale of the Shares and (ii) the Company153s articles of
\nincorporation and bylaws, each as amended and in effect on the Closing Date.\n<\/p>\n

(g) The Company shall have prepared and filed with the Commission a Current
\nReport on Form 8-K with respect to the offer and sale of the Shares, including
\nas an exhibit thereto this Agreement.<\/p>\n

(h) Each of the Company153s executive officers and directors shall have
\nexecuted and delivered to the Underwriter a Lock-up Agreement, substantially in
\nthe form attached hereto as Exhibit C<\/strong>.<\/p>\n

If any condition specified in this Section 6 shall not have been fulfilled in
\nall material respects as of the Closing Date, this Agreement may be terminated
\nby the Underwriter by written notice to the Company specifying in reasonable
\ndetail the reason for such termination, and such termination shall be without
\nliability of any party to any other party, except that Section 5(a)(vii),
\nSection 7 and Section 8 shall survive any such termination and remain in full
\nforce and effect.<\/p>\n

7. Indemnification and Contribution.<\/em><\/strong><\/p>\n

(a) The Company agrees to indemnify, defend and hold harmless the
\nUnderwriter, its affiliates, directors and officers and each person, if any, who
\ncontrols the Underwriter within the meaning of Section 15 of the Securities Act
\nor Section 20 of the Exchange Act, from and against any losses, claims, damages
\nor liabilities to which the Underwriter or such person may become subject, under
\nthe Securities Act or otherwise (including in settlement of any litigation if
\nsuch settlement is effected with the written consent of the Company), insofar as
\nsuch losses, claims, damages or liabilities (or actions in respect thereof)
\narise out of or are based upon an untrue statement or alleged untrue statement
\nof a material fact<\/p>\n

16<\/p>\n

\n

contained in the Registration Statement, the Time of Sale Disclosure Package,
\nthe Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or
\nare based upon the omission or alleged omission to state therein a material fact
\nrequired to be stated therein or necessary to make the statements therein, in
\nlight of the circumstances under which they were made, not misleading, and will
\nreimburse the Underwriter for any legal or other expenses reasonably incurred by
\nit in connection with evaluating, investigating or defending against such loss,
\nclaim, damage, liability or action; provided, however<\/em>, that the Company
\nshall not be liable in any such case to the extent that any such loss, claim,
\ndamage, liability or action (or any legal or other expense reasonably incurred
\nin connection with the evaluation, investigation or defense thereof) arises out
\nof or is based upon an untrue statement or alleged untrue statement or omission
\nor alleged omission made in the Registration Statement, the Time of Sale
\nDisclosure Package, the Final Prospectus, or any Issuer Free Writing Prospectus,
\nin reliance upon and in conformity with written information furnished to the
\nCompany by the Underwriter specifically for use in the preparation thereof.<\/p>\n

(b) The Underwriter will indemnify and hold harmless the Company, its
\naffiliates, directors and officers and each person, if any, who controls the
\nCompany within the meaning of Section 15 of the Securities Act or Section 20 of
\nthe Exchange Act, from and against any losses, claims, damages or liabilities to
\nwhich the Company or such person may become subject, under the Securities Act or
\notherwise (including in settlement of any litigation, if such settlement is
\neffected with the written consent of such Underwriter), insofar as such losses,
\nclaims, damages or liabilities (or actions in respect thereof) arise out of or
\nare based upon an untrue statement or alleged untrue statement of a material
\nfact contained in the Registration Statement, the Time of Sale Disclosure
\nPackage, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise
\nout of or are based upon the omission or alleged omission to state therein a
\nmaterial fact required to be stated therein or necessary to make the statements
\ntherein not misleading, in each case to the extent, but only to the extent, that
\nsuch untrue statement or alleged untrue statement or omission or alleged
\nomission was made in the Registration Statement, the Time of Sale Disclosure
\nPackage, the Final Prospectus, or any Issuer Free Writing Prospectus in reliance
\nupon and in conformity with written information furnished to the Company by the
\nUnderwriter specifically for use in the preparation thereof, and will reimburse
\nthe Company for any legal or other expenses reasonably incurred by the Company
\nin connection with evaluating, investigating or defending against any such loss,
\nclaim, damage, liability or action.<\/p>\n

(c) Promptly after receipt by an indemnified party under subsection (a) or
\n(b) above of notice of the commencement of any action, such indemnified party
\nshall, if a claim in respect thereof is to be made against the indemnifying
\nparty under such subsection, notify the indemnifying party in writing of the
\ncommencement thereof; but the failure to notify the indemnifying party shall not
\nrelieve the indemnifying party from any liability that it may have to any
\nindemnified party except to the extent such indemnifying party has been
\nprejudiced by such failure. In case any such action shall be brought against any
\nindemnified party, and it shall notify the indemnifying party of the
\ncommencement thereof, the indemnifying party shall be entitled to participate
\nin, and, to the extent that it shall wish, jointly with any other indemnifying
\nparty similarly notified, to assume the defense thereof, with counsel reasonably
\nsatisfactory to such indemnified party, and after notice from the indemnifying
\nparty to such indemnified party of the indemnifying party153s election so to
\nassume the defense thereof, the indemnifying party<\/p>\n

17<\/p>\n

\n

shall not be liable to such indemnified party for any legal or other expenses
\nsubsequently incurred by such indemnified party in connection with the defense
\nthereof; provided<\/em>, however<\/em>, that if (i) the indemnified party
\nhas reasonably concluded (based on advice of counsel) that a conflict or
\npotential conflict exists (based on advice of counsel to the indemnified party)
\nbetween the indemnified party and the indemnifying party (in which case the
\nindemnifying party will not have the right to direct the defense of such action
\non behalf of the indemnified party), or (ii) the indemnifying party has not in
\nfact employed counsel reasonably satisfactory to the indemnified party to assume
\nthe defense of such action within a reasonable time after receiving notice of
\nthe commencement of the action, the indemnified party or parties shall have the
\nright to employ a single counsel to represent it in any claim in respect of
\nwhich indemnity may be sought under subsection (a) or (b) of this Section 7, in
\nwhich event the reasonable fees and expenses of such separate counsel shall be
\nborne by the indemnifying party and reimbursed to the indemnified party or
\nparties as incurred; it being understood, however, that the indemnifying party
\nshall not be liable for the expenses of more than one separate counsel (plus
\nlocal counsel).<\/p>\n

The indemnifying party under this Section 7 shall not be liable for any
\nsettlement of any proceeding effected without its written consent, but if
\nsettled with such consent or if there be a final judgment for the plaintiff, the
\nindemnifying party agrees to indemnify the indemnified party against any loss,
\nclaim, damage, liability or expense by reason of such settlement or judgment. No
\nindemnifying party shall, without the prior written consent of the indemnified
\nparty, effect any settlement, compromise or consent to the entry of judgment in
\nany pending or threatened action, suit or proceeding in respect of which any
\nindemnified party is a party or could be named and indemnity was or would be
\nsought hereunder by such indemnified party, unless such settlement, compromise
\nor consent (a) includes an unconditional release of such indemnified party from
\nall liability for claims that are the subject matter of such action, suit or
\nproceeding and (b) does not include a statement as to or an admission of fault,
\nculpability or a failure to act by or on behalf of any indemnified party.<\/p>\n

(d) If the indemnification provided for in this Section 7 is unavailable or
\ninsufficient to hold harmless an indemnified party under subsection (a) or (b)
\nabove, then the indemnifying party shall contribute to the amount paid or
\npayable by such indemnified party as a result of the losses, claims, damages or
\nliabilities referred to in subsection (a) or (b) above, (i) in such proportion
\nas is appropriate to reflect the relative benefits received by the Company on
\nthe one hand and the Underwriter on the other from the offering and sale of the
\nShares or (ii) if the allocation provided by clause (i) above is not permitted
\nby applicable law, in such proportion as is appropriate to reflect not only the
\nrelative benefits referred to in clause (i) above but also the relative fault of
\nthe Company on the one hand and the Underwriter on the other in connection with
\nthe statements or omissions that resulted in such losses, claims, damages or
\nliabilities, as well as any other relevant equitable considerations. The
\nrelative benefits received by the Company on the one hand and the Underwriter on
\nthe other shall be deemed to be in the same proportion as the total net proceeds
\nfrom the offering (before deducting expenses) received by the Company bear to
\nthe total underwriting discounts and commissions and non-accountable expense
\nreimbursement received by the Underwriter, in each case as set forth in the
\ntable on the cover page of the Final Prospectus. The relative fault shall be
\ndetermined by reference to, among other things, whether the untrue or alleged
\nuntrue statement of a material fact or the omission or alleged omission to state
\na material fact relates to information supplied by the Company or the
\nUnderwriter and the parties153 relevant intent, knowledge, access to information
\nand opportunity to<\/p>\n

18<\/p>\n

\n

correct or prevent such untrue statement or omission. The Company and the
\nUnderwriter agree that it would not be just and equitable if contributions
\npursuant to this subsection (d) were to be determined by pro rata allocation or
\nby any other method of allocation that does not take account of the equitable
\nconsiderations referred to in the first sentence of this subsection (d). The
\namount paid by an indemnified party as a result of the losses, claims, damages
\nor liabilities referred to in the first sentence of this subsection (d) shall be
\ndeemed to include any legal or other expenses reasonably incurred by such
\nindemnified party in connection with investigating or defending against any
\naction or claim that is the subject of this subsection (d). Notwithstanding the
\nprovisions of this subsection (d), the Underwriter shall not be required to
\ncontribute any amount in excess of the amount of the Underwriter153s discounts and
\ncommissions and non-accountable expense reimbursement actually received by the
\nUnderwriter pursuant to this Agreement. No person guilty of fraudulent
\nmisrepresentation (within the meaning of Section 11(f) of the Securities Act)
\nshall be entitled to contribution from any person who was not guilty of such
\nfraudulent misrepresentation.<\/p>\n

(e) The obligations of the Company under this Section 7 shall be in addition
\nto any liability that the Company may otherwise have and the benefits of such
\nobligations shall extend, upon the same terms and conditions, to each person, if
\nany, who controls the Underwriter within the meaning of Section 15 of the
\nSecurities Act or Section 20 of the Exchange Act; and the obligations of the
\nUnderwriter under this Section 7 shall be in addition to any liability that the
\nUnderwriter may otherwise have and the benefits of such obligations shall
\nextend, upon the same terms and conditions, to the Company, and officers,
\ndirectors and each person who controls the Company within the meaning of Section
\n15 of the Securities Act or Section 20 of the Exchange Act.<\/p>\n

(f) For purposes of this Agreement, the Underwriter confirms, and the Company
\nacknowledges, that there is no information concerning the Underwriter furnished
\nin writing to the Company by the Underwriter specifically for preparation of or
\ninclusion in the Registration Statement, the Time of Sale Disclosure Package,
\nthe Final Prospectus or any Issuer Free Writing Prospectus, other than the
\nstatements set forth in the last paragraph on the cover page of the Prospectus,
\nthe marketing and legal names of the Underwriter, and the statements set forth
\nin the “Underwriting” section of the Final Prospectus and Time of Sale
\nDisclosure Package, only insofar as such statements relate to the amount of
\nselling concession and re-allowance or to over-allotment, stabilization and
\nrelated activities that may be undertaken by the Underwriter.<\/p>\n

8. Representations and Agreements to Survive
\nDelivery<\/em><\/strong>. All representations, warranties, and agreements
\ncontained herein or in certificates delivered pursuant hereto, including, but
\nnot limited to, the agreements of the Underwriter and the Company contained in
\nSection 5(a)(vii), Section 5(b), Section 5(c) and Section 7 hereof, shall remain
\noperative and in full force and effect regardless of any investigation made by
\nor on behalf of the Underwriter or any controlling person thereof, or the
\nCompany or any of its officers, directors, or controlling persons, and shall
\nsurvive delivery of, and payment for, the Shares to and by the Underwriter
\nhereunder.<\/p>\n

19<\/p>\n

\n

9. Termination of this Agreement<\/em><\/strong>.<\/p>\n

(a) The Underwriter shall have the right to terminate this Agreement by
\ngiving notice to the Company as hereinafter specified at any time at or prior to
\nthe Closing Date, if (i) trading in the Company153s Common Stock shall have been
\nsuspended by the Commission or NASDAQ or trading in securities generally on
\nNASDAQ shall have been suspended, (ii) minimum or maximum prices for trading
\nshall have been fixed, or maximum ranges for prices for securities shall have
\nbeen required, on NASDAQ, by such exchange or by order of the Commission or any
\nother governmental authority having jurisdiction, (iii) a general banking
\nmoratorium shall have been declared by federal, New York or California state
\nauthorities, or (iv) there shall have occurred any material outbreak or material
\nescalation of hostilities involving the United States, any declaration by the
\nUnited States of a national emergency or war, any material adverse change in
\nfinancial markets, any material adverse change in United States or international
\npolitical, financial or economic conditions or any other material calamity or
\nmaterial crisis, including an act of terrorism, the effect of any of which, in
\neach case described in this subsection (a), is such as to make it, in the
\nreasonable judgment of the Underwriters, impracticable or inadvisable to proceed
\nwith the offering, sale or delivery of the Shares on the terms and in the manner
\ncontemplated by the Prospectus, the Time of Sale Disclosure Package and this
\nAgreement. Any such termination shall be without liability of any party to any
\nother party except that the provisions of Section 5(a)(vii), Section 5(b)(i) and
\nSection 7 hereof shall at all times be effective and shall survive such
\ntermination.<\/p>\n

(b) If the Underwriter elects to terminate this Agreement as provided in this
\nSection, the Company shall be notified promptly by the Underwriter by telephone,
\nconfirmed promptly thereafter by letter.<\/p>\n

10. Notices<\/em><\/strong>. Except as otherwise provided herein,
\nall communications hereunder shall be in writing and, if to Roth, shall be
\nmailed, delivered or telecopied to Roth Capital Partners, LLC, 24 Corporate
\nPlaza, Newport Beach, CA 92660, telecopy number: (949) 720-7227, Attention:
\nManaging Director; and if to the Company, shall be mailed, delivered or
\ntelecopied to it at Pixelworks, Inc., 224 Airport Parkway, Suite 400, San Jose,
\nCA 95110, telecopy number: (408) 200-9299, Attention: Steven Moore, with a copy
\n(which shall not constitute notice) to Gibson, Dunn & Crutcher LLP, 555
\nMission Street, San Francisco, CA 94105, telecopy number: (415) 374-8459,
\nAttention: Michael L. Reed; or in each case to such other address as the person
\nto be notified may have requested in writing. Any party to this Agreement may
\nchange such address for notices by sending to the parties to this Agreement
\nwritten notice of a new address for such purpose.<\/p>\n

11. Persons Entitled to Benefit of Agreement<\/em><\/strong>. This
\nAgreement shall inure to the benefit of and be binding upon the parties hereto
\nand their respective successors and assigns and, with respect to Section 7, the
\ncontrolling persons referred to in Section 7. Nothing in this Agreement is
\nintended or shall be construed to give to any other person, firm or corporation
\nany legal or equitable remedy or claim under or in respect of this Agreement or
\nany provision herein contained. The term “successors and assigns” as herein used
\nshall not include any purchaser, as such purchaser, of any of the Shares from
\nthe Underwriter.<\/p>\n

20<\/p>\n

\n

12. Absence of Fiduciary Relationship<\/em><\/strong>. The Company
\nacknowledges and agrees that: (a) the Underwriter has been retained solely to
\nact as underwriter in connection with the sale of the Shares and that no
\nfiduciary, advisory or agency relationship between the Company and the
\nUnderwriter has been created in respect of any of the transactions contemplated
\nby this Agreement, irrespective of whether the Underwriter has advised or is
\nadvising the Company on other matters; (b) the price and other terms of the
\nShares set forth in this Agreement were established by the Company following
\ndiscussions and arms-length negotiations with the Underwriter and the Company is
\ncapable of evaluating and understanding and understands and accepts the terms,
\nrisks and conditions of the transactions contemplated by this Agreement; (c) it
\nhas been advised that the Underwriter and its affiliates are engaged in a broad
\nrange of transactions that may involve interests that differ from those of the
\nCompany and that the Underwriter has no obligation to disclose such interest and
\ntransactions to the Company by virtue of any fiduciary, advisory or agency
\nrelationship; (d) it has been advised that the Underwriter is acting, in respect
\nof the transactions contemplated by this Agreement, solely for the benefit of
\nthe Underwriter, and not on behalf of the Company.<\/p>\n

13. Amendments and Waivers<\/em><\/strong>. No supplement,
\nmodification or waiver of this Agreement shall be binding unless executed in
\nwriting by the party to be bound thereby. The failure of a party to exercise any
\nright or remedy shall not be deemed or constitute a waiver of such right or
\nremedy in the future. No waiver of any of the provisions of this Agreement shall
\nbe deemed or shall constitute a waiver of any other provision hereof (regardless
\nof whether similar), nor shall any such waiver be deemed or constitute a
\ncontinuing waiver unless otherwise expressly provided.<\/p>\n

14. Partial Unenforceability<\/em><\/strong>. The invalidity or
\nunenforceability of any section, paragraph, clause or provision of this
\nAgreement shall not affect the validity or enforceability of any other section,
\nparagraph, clause or provision.<\/p>\n

15. Governing Law<\/em><\/strong>. This Agreement shall be governed
\nby and construed in accordance with the laws of the State of California.<\/p>\n

16. Counterparts<\/em><\/strong>. This Agreement may be executed in
\none or more counterparts and, if executed in more than one counterpart, the
\nexecuted counterparts shall each be deemed to be an original and all such
\ncounterparts shall together constitute one and the same instrument.<\/p>\n

21<\/p>\n

\n

Please sign and return to the Company the enclosed duplicates of this letter
\nwhereupon this letter will become a binding agreement between the Company and
\nthe Underwriter in accordance with its terms.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

PIXELWORKS, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Bruce A. Walicek<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Bruce A. Walicek<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

President and CEO<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confirmed as of the date first above-<\/p>\n

mentioned by the Underwriter.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ROTH CAPITAL PARTNERS, LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Aaron M. Gurewitz<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Aaron M. Gurewitz<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Head of Equity Capital Markets<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature page to Underwriting Agreement]<\/p>\n

\n

SCHEDULE I <\/strong><\/p>\n

ISSUER FREE WRITING PROSPECTUS <\/strong><\/p>\n

Filed Pursuant to Rule 433<\/p>\n

Registration No. 333-170768<\/p>\n

Dated May 6, 2011<\/p>\n

PIXELWORKS, INC. <\/strong><\/p>\n

3,650,000 Shares of Common Stock <\/strong><\/p>\n

Final Term Sheet <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Issuer:<\/p>\n<\/td>\n

<\/td>\n\n

Pixelworks, Inc. (the “Company”)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Symbol:<\/p>\n<\/td>\n

<\/td>\n\n

PXLW<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Security:<\/p>\n<\/td>\n

<\/td>\n\n

Common stock, par value $0.001 per share<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Size:<\/p>\n<\/td>\n

<\/td>\n\n

3,650,000 shares of common stock<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Over-allotment option:<\/p>\n<\/td>\n

<\/td>\n\n

547,500 additional shares of common stock<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Public offering price:<\/p>\n<\/td>\n

<\/td>\n\n

$2.24 per share<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriting discounts and commissions:<\/p>\n<\/td>\n

<\/td>\n\n

$0.1288 per share<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Non-accountable expense reimbursement:<\/p>\n<\/td>\n

<\/td>\n\n

$0.028 per share<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Net proceeds (excluding the over-allotment):<\/p>\n<\/td>\n

<\/td>\n\n

$7,287,680 (after deducting the underwriter153s discounts and commissions, the
\nnon-accountable expense reimbursement and estimated offering expenses payable by
\nthe Company)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Trade date:<\/p>\n<\/td>\n

<\/td>\n\n

May 6, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Settlement date:<\/p>\n<\/td>\n

<\/td>\n\n

May 11, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

CUSIP:<\/p>\n<\/td>\n

<\/td>\n\n

72581M305<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriter:<\/p>\n<\/td>\n

<\/td>\n\n

Roth Capital Partners, LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The issuer has filed a registration statement (including a prospectus) with
\nthe SEC for the offering to which this communication relates. Before you invest,
\nyou should read the prospectus in that registration statement and other
\ndocuments the issuer has filed with the SEC for more complete information about
\nthe issuer and this offering. You may get these documents for free by visiting
\nEDGAR on the SEC Web site at www.sec.gov<\/em>. Alternatively, the issuer,
\nany underwriter or any dealer participating in the offering will arrange to send
\nyou the prospectus if you request it from Roth Capital Partners, LLC, Attention:
\nEquity Capital Markets, 24 Corporate Plaza Drive, Newport Beach, CA, 92660, by
\ntelephone at 1-800-678-9147, by e-mail to rothecm@roth.com, or by fax to (949)
\n720-7227.<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8533],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9629,9634],"class_list":["post-43970","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-pixelworks-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-securities","corporate_contracts_types-securities__underwriting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43970","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43970"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43970"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43970"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43970"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}