●] Shares PHASERX, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2016 • Phaserx, Inc. • Pharmaceutical preparations • New York
PhaseRx, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this agreement (this “ Agreement ”), to sell to you and the other underwriters named on Schedule I hereto (collectively, the “ Underwriters ”), for whom you are acting as Representative (the “ Representative ”), an aggregate of [●] shares (the “ Firm Shares ”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [●] shares (the “ Option Shares ”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively referred to herein as the “ Shares .”
