Common Contracts

39 similar Underwriting Agreement contracts by Taysha Gene Therapies, Inc., Cytokinetics Inc, Elanco Animal Health Inc, others

Taysha Gene Therapies, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • May 29th, 2025 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances)

Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), (i) an aggregate of 46,868,687 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 10,909,090 additional shares (the “Optional Shares”) of common stock, par value $0.00001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”), and (ii) warrants of the Company to purchase 25,858,586 shares of Stock at an exercise price equal to $0.001 per share (the “Pre-Funded Warrants” and, together with the Firm Shares, the “Firm Securities”). As used herein, “Warrant Shares” means the shares of Stock issuable upon exercise of the Pre-

Marex Group plc Underwriting Agreement
Underwriting Agreement • May 8th, 2025 • Marex Group PLC • Security & commodity brokers, dealers, exchanges & services

The terms and rights of the Securities shall be as specified in Schedule II and Schedule III hereto and in or pursuant to the provisions of a Senior Indenture, dated as of October 15, 2024 (the “Indenture”), between the Company and Citibank N.A., as Trustee, as may be supplemented from time to time.

Phathom Pharmaceuticals, Inc. Common Stock, par value $0.0001 per share Pre- Funded Warrants to Purchase Shares of Common Stock Underwriting Agreement
Underwriting Agreement • August 19th, 2024 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations

Phathom Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) (i) an aggregate of 8,695,652 shares of common stock, par value $0.0001 per share (“Stock”), of the Company (the “Shares”), and (ii) pre-funded warrants to purchase an aggregate of 2,608,922 shares of Stock in the form attached hereto as Annex II (the “Pre-Funded Warrants”). The Shares and the Pre-Funded Warrants to be sold by the Company are collectively referred to as the “Securities.” As used herein, “Warrant Shares” means the shares of Stock issuable upon exercise of the Pre-Funded Warrants.

Taysha Gene Therapies, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • June 26th, 2024 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances)

Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), (i) an aggregate of 14,361,113 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 5,000,000 additional shares (the “Optional Shares”) of common stock, par value $0.00001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”), and (ii) warrants of the Company to purchase 18,972,221 shares of Stock at an exercise price equal to $0.001 per share (the “Pre-Funded Warrants” and, together with the Firm Shares, the “Firm Securities”). As used herein, “Warrant Shares” means the shares of Stock issuable upon exercise of the Pre-F

Cytokinetics, Incorporated 9,803,922 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • May 28th, 2024 • Cytokinetics Inc • Pharmaceutical preparations

Cytokinetics, Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,803,922 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 1,470,588 additional shares (the “Optional Securities”) of common stock, par value $0.001 (“Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

CERTAIN IDENTIFIED INFORMATION, MARKED BY “[***]”, HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Underwriting Agreement • March 6th, 2024 • BridgeBio Pharma, Inc. • Pharmaceutical preparations

BridgeBio Pharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,620,690 shares (the “Firm Securities”) of Common Stock, par value $0.001 per share (“Stock”) of the Company and, at the election of the Underwriters, up to 1,293,103 additional shares (the “Optional Securities”) of Stock (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

Underwriting Agreement
Underwriting Agreement • January 22nd, 2024 • Amer Sports, Inc. • Apparel & other finishd prods of fabrics & similar matl

Amer Sports, Inc., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ · ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ · ] additional shares (the “Optional Shares”) of the Company’s ordinary shares, par value EUR 0.0300580119630888 per share (the “Ordinary Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “Shares.”

GeneDx Holdings Corp. Class A Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • January 30th, 2023 • GeneDx Holdings Corp. • Services-health services

GeneDx Holdings Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to Jefferies LLC (the “Underwriter”) an aggregate of 328,571,429 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 49,285,714 additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.0001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Justworks, Inc. Class A Common Stock Underwriting Agreement
Underwriting Agreement • January 4th, 2022 • Justworks, Inc. • Services-prepackaged software • New York

Justworks, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [l] shares and, at the election of the Underwriters, up to [l] additional shares of Class A Common Stock, par value $0.0005 per share (“Class A Common Stock”) of the Company. The aggregate of [l] shares of Class A Common Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of [l] additional shares of Class A Common Stock to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

Entrada Therapeutics, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • October 8th, 2021 • Entrada Therapeutics, Inc. • Pharmaceutical preparations • New York

Entrada Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives, an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Exscientia plc [●] American Depositary Shares, each representing one Ordinary Share, nominal value £0.0005 per share Underwriting Agreement
Underwriting Agreement • September 27th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances) • New York

Exscientia plc, a public limited company incorporated under the laws of England and Wales with company number 13483814 (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”) and in the manner contemplated by this Agreement, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] American Depositary Shares (the “Firm ADSs”) representing [●] ordinary shares, nominal value £0.0005 per share (the “Ordinary Shares”) and, at the election of the Underwriters, up to [●] additional American Depositary Shares representing [●] Ordinary Shares (the “Optional ADSs”) of the Company (the Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “ADSs”).

PAR Technology Corporation
Underwriting Agreement • September 17th, 2021 • Par Technology Corp • Calculating & accounting machines (no electronic computers) • New York

PAR Technology Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) $235,000,000 principal amount of its 1.5% Convertible Senior Notes due 2027 (the “Firm Securities”) and, at the election of the Underwriters, up to an additional $30,000,000 principal amount of its 1.5% Convertible Senior Notes due 2027 (the “Optional Securities” and, together with the Firm Securities, the “Securities”) to be issued pursuant to the provisions of a base indenture to be dated as of September 17, 2021, as supplemented by the first supplemental indenture to such base indenture (collectively, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Securities will be convertible into cash, and duly and validly issued, fully paid and non-assessable shares of common stock

The Better Being Co. Common Stock, par value $0.001 per share Underwriting Agreement
Underwriting Agreement • July 26th, 2021 • Better Being Co., LLC • Medicinal chemicals & botanical products • New York

The Better Being Co., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of Common Stock, par value $0.001 per share (“Stock”) of the Company and, at the election of the Underwriters, the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated in this Agreement, to sell up to [•] additional shares of Stock to the Underwriters. The aggregate of [•] shares to be issued and sold by the Company is herein called the “Firm Shares” and the aggregate of [•] additional shares to be sold by the Selling Stockholder is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”

Membership Collective Group Inc. [ ] Class A Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • July 6th, 2021 • Membership Collective Group Inc. • Hotels & motels • New York

Membership Collective Group Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [ ] shares of its Class A common stock, par value $0.01 per share (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares of its Class A common stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof, are herein collectively called the “Shares”. The shares of Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares and any Community Offer Shares (as defined below) are referred to herein as the “Class A Common Shares”.

monday.com Ltd. Ordinary Shares Underwriting Agreement
Underwriting Agreement • June 1st, 2021 • monday.com Ltd. • Services-prepackaged software

monday.com Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] ordinary shares, of no par value per share, of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional ordinary shares, no par value per share, of the Company (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section ‎2 hereof being collectively called the “Shares”.

Underwriting Agreement
Underwriting Agreement • March 22nd, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York

Gain Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), an aggregate of 3,636,364 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 545,454 additional shares (the “Optional Shares”) of common stock, $0.0001 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Underwriting Agreement
Underwriting Agreement • March 15th, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York

Gain Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), an aggregate of 3,636,364 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 545,454 additional shares (the “Optional Shares”) of common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Ozon Holdings PLC Ordinary Shares, in the form of American Depositary Shares Underwriting Agreement
Underwriting Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses • New York

Ozon Holdings PLC, a company incorporated under the laws of the Republic of Cyprus (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of ordinary shares (the “Firm Shares”) to be delivered in the form of American Depositary Shares, each representing one of the Company’s ordinary shares, nominal value $0.001 per share (the “Firm ADSs”), and, at the election of the Underwriters, up to additional ordinary shares (the “Optional Shares” and, together with the Firm Shares, the “Shares”) to be delivered in the form of ADSs (the “Optional ADSs”). The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “ADSs.”

MINISO Group Holding Limited [●] American Depositary Shares Representing [●] Class A Ordinary Shares (par value US$0.00001 per share) Underwriting Agreement
Underwriting Agreement • October 13th, 2020 • MINISO Group Holding LTD • Retail-variety stores • New York

MINISO Group Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] American Depositary Shares, each representing four Class A ordinary shares, par value US$0.00001 per share (together with Class B ordinary shares of the Company, the “Ordinary Shares”), of the Company. At the election of the Representatives on behalf of the Underwriters, the Company also proposes to sell to the several Underwriters up to [●] additional American Depositary Shares of the Company (such [●] American Depositary Shares herein called the “Optional ADSs”). The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “ADSs.”

Taysha Gene Therapies, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • September 18th, 2020 • Taysha Gene Therapies, Inc. • Biological products, (no disgnostic substances) • New York

Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of common stock, par value $[•] per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Cytokinetics, Incorporated 7,291,667 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • July 17th, 2020 • Cytokinetics Inc • Pharmaceutical preparations • New York

Cytokinetics, Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,291,667 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 1,093,750 additional shares (the “Optional Securities”) of common stock, par value $0.001 (“Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

Underwriting Agreement
Underwriting Agreement • January 27th, 2020 • Elanco Animal Health Inc • Pharmaceutical preparations • New York

Elanco Animal Health Incorporated, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 22,694,732 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,269,473 additional shares (the “Optional Shares”) of common stock, no par value (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Phathom Pharmaceuticals, Inc. Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • October 15th, 2019 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Phathom Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Adaptive Biotechnologies Corporation Common Stock Underwriting Agreement
Underwriting Agreement • June 17th, 2019 • Adaptive Biotechnologies Corp • Biological products, (no disgnostic substances) • New York

Adaptive Biotechnologies Corporation, a Washington corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc. are acting as representatives (the “Representatives”), an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of the common stock, par value $0.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Underwriting Agreement
Underwriting Agreement • May 13th, 2019 • BICYCLE THERAPEUTICS LTD • Pharmaceutical preparations

Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), and in the manner contemplated by the Agreement, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [·] American Depositary Shares representing [·] Ordinary Shares nominal value £0.01 per share (the “Ordinary Shares”) and, at the election of the Underwriters, up to [·] additional American Depositary Shares representing [·] Ordinary Shares. The aggregate of [·] American Depositary Shares representing [·] Ordinary Shares to be sold by the Company is herein called the “Firm ADSs”, and the aggregate of [·] American Depositary Shares representing [·] additional Ordinary Shares to be sold by the Company is called the “Optional ADSs”. The Firm ADSs and the Optional

Form of Elanco Animal Health Incorporated Common Stock Underwriting Agreement
Underwriting Agreement • September 6th, 2018 • Elanco Animal Health Inc • Pharmaceutical preparations • New York

Elanco Animal Health Incorporated, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of common stock, no par value (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

CytomX Therapeutics, Inc. 5,102,041 Shares of Common Stock $0.00001 par value Underwriting Agreement
Underwriting Agreement • July 17th, 2018 • CytomX Therapeutics, Inc. • Pharmaceutical preparations • New York

CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,102,041 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 765,306 additional shares (the “Optional Shares”) of Common Stock of the Company, par value $0.00001 per share (the “Stock”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Tricida, Inc. Common Stock, par value $0.001 per share Underwriting Agreement
Underwriting Agreement • June 25th, 2018 • Tricida, Inc. • Pharmaceutical preparations • New York

Tricida, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Radcom Ltd. Ordinary Shares, par value NIS 0.20 per share Underwriting Agreement
Underwriting Agreement • October 19th, 2017 • Radcom LTD • Computer peripheral equipment, nec • New York

Radcom Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 1,444,814 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 216,722 additional shares (the “Optional Securities”) of Ordinary Shares, par value NIS 0.20 per share (“Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).

Beacon Roofing Supply, Inc. 6,325,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • September 25th, 2017 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York

The Company has entered into a Stock Purchase Agreement, dated as of August 24, 2017, as amended and supplemented from time to time (including all exhibits, schedules and attachments thereto, the “Acquisition Agreement”), among the Company, Oldcastle, Inc., a Delaware corporation (“Allied Parent”), and Oldcastle Distribution, Inc., a Delaware corporation (“Allied Seller”), pursuant to which the Company will acquire 100% of the outstanding capital stock of Allied Building Products Corp., a New Jersey corporation (“Allied”), and Kapalama Kilgos Acquisition Corp., a Delaware corporation (“Kilauea” and, together with Allied and its and their respective subsidiaries, being hereinafter called the “Acquired Company”), after the offering of the Shares hereunder.

Radcom Ltd. Ordinary Shares, par value NIS 0.20 per share Underwriting Agreement
Underwriting Agreement • May 20th, 2016 • Radcom LTD • Computer peripheral equipment, nec • New York

Radcom Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 1,818,182 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 272,727 additional shares (the “Optional Securities”) of Ordinary Shares, par value NIS 0.20 per share (“Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).

AveXis, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • February 1st, 2016 • AveXis, Inc. • Biological products, (no disgnostic substances) • New York

AveXis, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”.

1,519,000 Shares Codorus Valley Bancorp, Inc. Common Stock $2.50 par value per share Underwriting Agreement
Underwriting Agreement • December 10th, 2015 • Codorus Valley Bancorp Inc • Savings institution, federally chartered • New York

Codorus Valley Bancorp, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or an “Underwriter”) and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Sandler O’Neill is acting as representative (in such capacity, the “Representative”) with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 1,519,000 shares of common stock, $2.50 par value per share, of the Company (the “Stock”), as set forth in Schedule I hereto (the “Firm Shares”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2 hereof to purchase all or any part of 227,850 additional shares of c

Underwriting Agreement
Underwriting Agreement • February 2nd, 2015 • Ctpartners Executive Search Inc. • Services-employment agencies • New York

CTPartners Executive Search Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Craig-Hallum Capital Group LLC (the “Underwriter” or “you”) an aggregate of 1,454,059 shares of common stock, par value $0.001 per share (“Stock”), of the Company. The aggregate of 1,454,059 shares to be sold by the Company is herein called the “Shares.”

Underwriting Agreement
Underwriting Agreement • November 13th, 2014 • STORE CAPITAL Corp • Real estate investment trusts • New York

STORE Capital Corporation, a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” and, individually, an “Underwriter”), for whom you are acting as representatives (in such capacity, the “Representatives”), an aggregate of [# of firm shares] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [# of shoe shares] additional shares (the “Optional Shares”) of Common Stock, $0.01 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).