12,500,000 Shares Invitation Homes Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • September 28th, 2021 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York
14,500,000 Shares Invitation Homes Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 4th, 2020 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York
15,000,000 Shares Agile Therapeutics, Inc. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • February 21st, 2020 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
Common StockEquity Underwriting Agreement • November 2nd, 2001 • Silgan Holdings Inc • Metal cans • New York
●] Shares Ichor Holdings, Ltd. Ordinary Shares ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • August 1st, 2017 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of Ichor Holdings, Ltd., a Cayman Islands exempt limited company (the “Company”), propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of [●] shares (the “Firm Shares”) of the Company’s ordinary shares, $0.0001 par value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names on Schedule II hereto. The Selling Shareholders also propose to sell at the Underwriters’ option an aggregate of up to [●] additional shares of the Company’s Ordinary Shares (the “Option Shares”) as set forth below.
11,987,453 Shares Advanced Disposal Services, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 10th, 2018 • Advanced Disposal Services, Inc. • Refuse systems • New York
• Shares The Sportsman’s Guide, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 12th, 2005 • Sportsmans Guide Inc • Retail-catalog & mail-order houses • New York
RBC Capital Markets Corporation Roth Capital Partners, LLC As the Representatives of the several underwriters named in Schedule I hereto c/o RBC Capital Markets One Liberty Plaza, 165 Broadway New York, NY 10006-1404
5,020,921 Shares Sarepta Therapeutics, Inc. Common Stock ($0.0001 par value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • September 23rd, 2016 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations • New York
6,000,000 Shares Matador Resources Company Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 9th, 2016 • Matador Resources Co • Crude petroleum & natural gas • New York
restrictions contained in this agreement, (v) transfer Securities to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; provided, however, that in any such case described in clauses (i) through (v) it shall be a pre-condition to such transfer that the transferee or donee executes and delivers to the Representative a lock-up agreement in form and substance satisfactory to the Underwriters and (vi) transfer Securities pursuant to the terms of any pledge or collateral agreement existing on the date hereof.
3,333,333 Shares of Common Stock ($0.001 Par Value) Pre-Funded Warrants to Purchase Up to 11,666,667 Shares of Common Stock Warrants to Purchase Up to 15,000,000 Shares of Common Stock SCYNEXIS, Inc. Common Stock EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 22nd, 2022 • Scynexis Inc • Pharmaceutical preparations • New York
SCYNEXIS, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom Guggenheim Securities, LLC is acting as representative (“you” or the “Representative”) an aggregate of (i) 3,333,333 shares (the “Shares”) of the Issuer’s common stock, $0.001 par value (the “Common Stock”), (ii) pre-funded warrants to purchase up to an aggregate of 11,666,667 shares of Common Stock at an exercise price of $0.001 per share (the “Pre-Funded Warrants”) and (iii) warrants, each of which can be exercised to purchase one share of Common Stock and, in the aggregate, to purchase up to 15,000,000 shares of Common Stock (the “Warrants,” and together with the Shares and the Pre-Funded Warrants, the “Underwritten Securities”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, up to an additional (i) 2,250,000 shares of Common Stock (the “Option Shares”) and/or
2,750,000 Shares URSTADT BIDDLE PROPERTIES INC. Class A Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • July 26th, 2016 • Urstadt Biddle Properties Inc • Real estate investment trusts • New York
Urstadt Biddle Properties Inc., a Maryland corporation (the “Company”), proposes to sell to Deutsche Bank Securities Inc. (the “Underwriter”) 2,750,000 shares (the “Firm Shares”) of the Company’s Class A common stock, $0.01 par value per share (the “Common Stock”). The Company also proposes to sell at the Underwriter’s option an aggregate of up to 412,500 additional shares of the Company’s Common Stock (the “Option Shares,” and together with the Firm Shares, the “Shares”) as set forth below.
57,600,000 Shares Invitation Homes Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 26th, 2019 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York
4,000,000 Shares PINNACLE ENTERTAINMENT, INC. Common Stock ($0.10 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 20th, 2004 • Pinnacle Entertainment Inc • Services-miscellaneous amusement & recreation • New York
Pinnacle Entertainment, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom Lehman Brothers Inc. and Deutsche Bank Securities Inc. are acting as the representatives (“you” or the “Representatives”), an aggregate of 4,000,000 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.10 per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 600,000 additional shares (the “Option Shares”) of the Company’s Common Stock as set forth below.
10,000,000 Class A Common Shares Orient-Express Hotels Ltd. EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 9th, 2010 • Orient Express Hotels LTD • Hotels & motels • New York
Orient-Express Hotels Ltd., a Bermuda company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 10,000,000 class A common shares (the “Firm Shares”) of the Company, $0.01 par value (the “Class A Common Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,500,000 additional Class A Common Shares (the “Option Shares”) as set forth below.
13,333,334 Shares Matador Resources Company Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • February 7th, 2012 • Matador Resources Co • Crude petroleum & natural gas • New York
Matador Resources Company, a Texas corporation (the “Issuer”), and certain shareholders of the Issuer (the “Selling Shareholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 13,333,334 shares (the “Firm Securities”) of the Issuer’s common stock, $0.01 par value (the “Common Stock”), of which 11,666,667 shares will be sold by the Issuer and 1,666,667 shares will be sold by the Selling Shareholders listed on Schedules II and III. The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names in Schedules II and III hereto. Schedule III hereto sets forth certain Selling Shareholders that have agreed to exercise stock options (the “Options”) on or before the Closing Date (as
10,714,284 Shares Solutia Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • August 26th, 2008 • Solutia Inc • Chemicals & allied products • New York
Deutsche Bank Securities Inc. Jefferies & Company, Inc. As Representatives of the Several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005
·] Shares Resaca Exploitation, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 5th, 2010 • Resaca Exploitation, Inc. • Crude petroleum & natural gas • New York
Resaca Exploitation, Inc., a Texas corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of [·] shares of the Issuer’s common stock, $0.01 par value (the “Firm Securities”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell at the Underwriters’ option an aggregate of up to [·] additional shares of the Issuer’s common stock (the “Option Securities”) as set forth in Section 2 below.
12,500,000 Shares Independence Realty Trust, Inc. Common Stock ($0.01 Par Value Per Share) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • September 12th, 2017 • Independence Realty Trust, Inc. • Real estate investment trusts • New York
Independence Realty Trust, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (in such capacity, the “Representative”), 12,500,000 shares (the “Firm Shares”) of its common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company also proposes to issue and sell to the several Underwriters, at the Underwriters’ option, an aggregate of up to 1,875,000 additional shares of Common Stock on the terms set forth in Section 2 hereof (the “Option Shares”). The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.”
] Shares Ichor Holdings, Ltd. Ordinary Shares ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 24th, 2017 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of Ichor Holdings, Ltd., a Cayman Islands exempt limited company (the “Company”), propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of [ ] shares (the “Firm Shares”) of the Company’s ordinary shares, $0.0001 par value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names on Schedule II hereto. The Selling Shareholders also propose to sell at the Underwriters’ option an aggregate of up to [ ] additional shares of the Company’s Ordinary Shares (the “Option Shares”) as set forth below.
20,000,000 Shares Scorpio Bulkers Inc. Common Shares ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 20th, 2016 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • New York
Scorpio Bulkers Inc., a Marshall Islands corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named on Schedule I hereto for whom you are acting as Representative (the "Representative") an aggregate of 20,000,000 shares (the "Firm Shares") of the Company's common shares, $0.01 par value (the "Common Shares). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters' option an aggregate of up to 3,000,000 additional shares (the "Option Shares") as set forth below.
Warrant to Purchase 8,416,814 Shares KEMET Corporation Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • September 8th, 2017 • Kemet Corp • Electronic components & accessories • New York
K Equity, LLC, a Delaware limited liability company (“K Equity”), proposes to sell to you (the “Underwriter”) the immediately exercisable Warrant (as defined below) to acquire 8,416,814 shares of Common Stock.
6,000,000 Shares of CANADIAN SOLAR INC. Common Shares (No par value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • October 19th, 2009 • Canadian Solar Inc. • Semiconductors & related devices • New York
Canadian Solar Inc., a Canadian corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule A hereto (each, an “Underwriter,” and together, the “Underwriters”) for whom Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Piper Jaffray & Co. are acting as representatives (together, the “Representatives”), an aggregate of 6,000,000 shares of common stock (the “Firm Shares”) of the Company, no par value (the “Common Shares”). The respective amount of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule A hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 900,000 additional Common Shares (the “Option Shares”) as set forth below. The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Securities.”
20,000,000 Shares BGC Partners, Inc. Class A Common Stock ($0.01 Par Value) FORM OF EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 5th, 2008 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
BGC Partners, Inc., a Delaware corporation (formerly named eSpeed, Inc.) (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”), including Cantor Fitzgerald, L.P., a Delaware limited partnership and the majority stockholder of the Company (“Cantor”), each propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as the representatives (the “Representatives”) an aggregate of 20,000,000 shares (the “Firm Shares”) of the
4,400,000 Shares ALPHASMART, INC. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • February 4th, 2004 • Alphasmart Inc • Services-computer programming services • New York
AlphaSmart, Inc., a Delaware corporation (the “Company”) and the stockholders listed on Schedule II (such stockholders, collectively, the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 4,400,000 shares of the Company’s Common Stock, $0.0001 par value (the “Firm Shares”), of which 3,600,000 shares will be sold by the Company and 800,000 shares will be sold by the Selling Stockholders, with each Selling Stockholder selling the number of Firm shares set forth opposite such Selling Stockholder’s name on Schedule II. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company and the Selling Stockholders are sometimes referred to herein collectively as the “Sellers.” The Sellers also severally propose to sell at the Underwriters’ option an aggre
EXHIBIT 1 2,150,000 Shares Ramco-Gershenson Properties Trust Common Shares of Beneficial Interest (Par Value $0.01 Per Share) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 13th, 2003 • Ramco Gershenson Properties Trust • Real estate investment trusts • New York
Warrants to Purchase 10,000,000 Shares KEMET Corporation Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 15th, 2010 • Kemet Corp • Electronic components & accessories • New York
K Equity, LLC, a Delaware limited liability company (“K Equity”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an immediately exercisable warrant to purchase up to 8,700,000 shares of common stock, $0.01 par value (the “Common Stock”) of KEMET Corporation, a Delaware corporation (the “Company”) (such warrant, the “Firm Warrant,” and such underlying shares, the “Firm Shares”). The respective proportions of the Firm Warrant, representing the number of Shares (as defined below) as of the date hereof, to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. K Equity also proposes to sell at the Underwriters’ option an immediately exercisable warrant to purchase up to
10,000,000 Shares BLOUNT INTERNATIONAL, INC. Common Stock FORM OF EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • July 30th, 2004 • Windsor Forestry Tools LLC • Ordnance & accessories, (no vehicles/guided missiles) • New York
2,000,000 Shares Ramco-Gershenson Properties Trust Common Shares of Beneficial Interest (Par Value $0.01 Per Share) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • October 20th, 2003 • Ramco Gershenson Properties Trust • Real estate investment trusts • New York
3,000,000 Shares LADDER CAPITAL CORP Class A Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • March 13th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York
basis, which (i) includes Shares that could be sold, assigned and transferred to the Underwriters if the Underwriters exercise an option to purchase additional shares and (ii) may be subject to reduction on a pro rata basis as set forth in the materials distributed to and acknowledged by the undersigned, or such lesser number as the Attorneys-in-Fact, or any one of them, may determine, and for that purpose to enter into and perform the Underwriting Agreement, or (b) a number of shares of Common Stock, on an as-converted basis, equal to the undersigned’s pro rata participation (a “Pro Rata Participation”) in the offering as determined by the Attorneys-in-Fact, or any one of them, and for that purpose to enter into and perform the Underwriting Agreement.
SYNUTRA INTERNATIONAL, INC. Common Stock (par value US$0.0001 per share) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 30th, 2010 • Synutra International, Inc. • Dairy products • New York
Synutra International, Inc., a corporation incorporated in Delaware (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”) an aggregate of 3,300,000 shares (the “Firm Shares”) of common stock, par value US$0.0001 per share (the “Common Stock”), of the Company and, at the election of the Underwriters, up to 495,000 additional shares of Common Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “Shares”.
Common StockEquity Underwriting Agreement • November 14th, 2000 • Align Technology Inc • Maryland
1,250,000 Shares OYO Geospace Corporation Common Stock ($.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • August 9th, 2005 • Oyo Geospace Corp • Measuring & controlling devices, nec • New York
OYO Corporation U.S.A., a Texas corporation (the "Selling Stockholder"), proposes to sell to RBC Capital Markets Corporation and Simmons & Company International (together, the "Underwriters") an aggregate of 1,250,000 shares of Common Stock, $.01 par value (the "Firm Shares"), of OYO Geospace Corporation, a Delaware corporation (the "Company"). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Selling Stockholder also proposes to sell at the Underwriters' option an aggregate of up to 150,000 additional shares of the Company's Common Stock (the "Option Shares") as set forth below.
4,080,000 Shares1 KANA Software, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 5th, 2003 • Kana Software Inc • Services-business services, nec • New York
KANA Software, Inc., a Delaware corporation (the “Company”), proposes to sell to RBC Dain Rauscher Inc. (the “Underwriter”) an aggregate of 4,080,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The Company also proposes to sell at the Underwriter’s option an aggregate of up to 612,000 additional shares (the “Option Shares”) of Common Stock as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.”
2,400,000 Shares Unitil Corporation Common Stock (No Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 14th, 2012 • Unitil Corp • Electric & other services combined • New York
Unitil Corporation, a New Hampshire corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 2,400,000 shares (the “Firm Securities”) of the Company’s common stock, no par value (“Common Stock”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell to the Underwriters, at the Underwriters’ option, an aggregate of up to 360,000 additional shares of Common Stock (the “Option Securities”) as set forth below.
5,300,000 Shares WYNN RESORTS, LIMITED Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • March 27th, 2018 • Wynn Resorts LTD • Hotels & motels • New York
We have acted as special counsel to Wynn Resorts, Limited, a Nevada corporation (“Company”), in connection with the sale to you and the several underwriters for whom you are acting as representative (you and such other underwriters, the “Underwriters”) by the Company of 5,300,000 shares (the “Shares”) of common stock of the Company, par value $0.01 per share (the “Common Stock”), pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2016 (Registration No. 333-214505) (as so filed and as amended, the “Registration Statement”), a base prospectus dated November 8, 2016 included as part of the Registration Statement (the “Base Prospectus”), a prospectus supplement dated March 22, 2018 filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and an underwriting ag
