0001193125-13-354102 Sample Contracts

UNDERWRITING AGREEMENT between EVOKE PHARMA, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters
Underwriting Agreement • August 30th, 2013 • Evoke Pharma Inc • Pharmaceutical preparations • New York

The undersigned, Evoke Pharma, Inc. a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Evoke Pharma, Inc., 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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