IRONWOOD PHARMACEUTICALS, INC. 5,250,000 Shares of Class A common stock Underwriting AgreementUnderwriting Agreement • February 15th, 2012 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • New York
Ironwood Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,250,000 shares of Class A common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 787,500 shares of Class A common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
