0001193125-13-449988 Sample Contracts

UNDERWRITING AGREEMENT between LIPOCINE INC. and LADENBURG THALMANN & CO. INC. as Representative of the Several Underwriters
Underwriting Agreement • November 21st, 2013 • Lipocine Inc. • Pharmaceutical preparations • New York

The undersigned, Lipocine Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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