INTERCEPT PHARMACEUTICALS, INC. (a Delaware corporation) 1,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2015 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement with Citigroup Global Markets Inc. (“Citigroup”) and RBC Capital Markets, LLC (“RBC”), 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 Citigroup and RBC are acting as Representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company 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 Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 150,000 additional shares of Common Stock. The aforesaid 1,000,000 shares of Common Stoc
