8,800,000 Shares SOMAXON PHARMACEUTICALS, INC. Common Stock ($0.0001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2010 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Introductory. Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Underwriter”) an aggregate of 8,800,000 shares of its common stock, par value $0.0001 per share (the “Shares”). The 8,800,000 Shares to be sold by the Company are collectively called the “Firm Shares.” In addition, the Company has granted to the Underwriter an option to purchase up to an additional 1,320,000 Shares. The additional 1,320,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.”
