5,000,000 Shares of Common Stock Warrants to Purchase 3,500,000 Shares of Common Stock (Exercisable for 3,500,000 Shares of Common Stock) DARÉ BIOSCIENCE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2018 • Dare Bioscience, Inc. • Pharmaceutical preparations • New York
Daré Bioscience, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) (i) an aggregate of 5,000,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share of the Company (the “Common Stock”) and (ii) warrants (the “Firm Warrants”) to purchase up to an aggregate of 3,500,000 shares of Common Stock of the Company (the “Firm Warrant Shares”). The Company also proposes, subject to the terms and conditions set forth herein, to issue and sell to the Underwriter an aggregate of up to (i) 750,000 shares of Common Stock (the “Additional Shares”) and/or (ii) warrants (the “Additional Warrants”) to purchase up to 525,000 shares of Common Stock of the Company (the “Additional Warrant Shares” and, together with the Firm Warrant Shares, the “Warrant Shares”), as may be necessary to cover over-allotments made in connection with the offering
