0001104659-17-060611 Sample Contracts

21,250,000 SHARES OF COMMON STOCK OF JAGUAR HEALTH, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • October 3rd, 2017 • Jaguar Health, Inc. • Pharmaceutical preparations • New York

The undersigned, Jaguar Health, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Jaguar Health, Inc., which for the avoidance of any doubt shall include Napo Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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