ZOGENIX, INC. 32,500,000 Units Consisting of One Share of Common Stock and A Warrant to Purchase 0.45 of a Share of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2012 • Zogenix, Inc. • Pharmaceutical preparations • New York
Zogenix, Inc., a Delaware corporation (the “Company”), confirms its agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel”), Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Stifel and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company of 32,500,000 units (the “Initial Securities”), each unit consisting of (i) one share (each, a “Share”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) a warrant to purchase 0.45 of a share of Common Stock (each, a “Warrant”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Schedule I hereto, and with respect to the grant by the Co
WARRANT AGREEMENTWarrant Agreement • July 24th, 2012 • Zogenix, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AGREEMENT is dated July 27, 2012, between Zogenix, Inc., a Delaware corporation (the “Company”) and the American Stock Transfer & Trust Company, LLC, acting as warrant agent (the “Warrant Agent”).
