INTERCEPT PHARMACEUTICALS, INC. (a Delaware corporation) [________] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2013 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Selling Stockholders, acting severally and not jointly. to the Underwriters, acting severally and not jointly, of the
