0001493152-17-007882 Sample Contracts

UNDERWRITING AGREEMENT between RITTER PHARMACEUTICALS, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters RITTER PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • July 18th, 2017 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • New York

The undersigned, Ritter Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (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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RITTER PHARMACEUTICALS, INC. WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • July 18th, 2017 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of _______, 2017 (the “Issuance Date”), between Ritter Pharmaceuticals, Inc., a Delaware corporation, with offices at 1880 Century Park East, Suite 1000, Los Angeles, CA 90067 (“Company”), and Corporate Stock Transfer, Inc., with offices at 3200 Cherry Creek South Drive, Suite 430, Denver, Colorado 80209 (“Warrant Agent”).

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