AXOGEN, INC. 4,728,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2015 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • New York
AxoGen, Inc., a Minnesota corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Wedbush Securities Inc. (the “Underwriter”) an aggregate of 4,728,000 shares (the “Firm Securities”) of its common stock, $0.01 par value per share (the “Common Stock”). The Company has granted the Underwriter the option to purchase an aggregate of up to 709,200 additional shares of Common Stock (the “Option Securities”) as may be necessary to cover over-allotments made in connection with the offering pursuant to Section 2(b) hereof. The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Company and the Underwriter hereby confirm their agreement with respect to the purchase and sale of the Securities as follows:
