0001047469-19-004164 Sample Contracts

] SHARES OF COMMON STOCK, [ ] SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO [ ] SHARES OF COMMON STOCK) AND SERIES 1 WARRANTS EXERCISABLE INTO [ ] SHARES OF COMMON STOCK AND SERIES 2 WARRANTS EXERCISABLE INTO [ ] SHARES OF COMMON...
Underwriting Agreement • July 15th, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • New York

The undersigned, Jaguar Health, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Jaguar Health, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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JAGUAR HEALTH, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of , 2019
Warrant Agency Agreement • July 15th, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of , 2019 (“Agreement”), between Jaguar Health, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).

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