ZOGENIX, INC. 26,666,667 Shares Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2013 • Zogenix, Inc. • Pharmaceutical preparations • New York
Zogenix, Inc., a Delaware corporation (the “Company”), confirms its agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel”), Leerink Swann LLC (“Leerink”) 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 Leerink are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company of 26,666,667 shares (the “Initial Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), 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 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 the 4,000,000 addi
