Form Of Underwriting Agreement Sample Contracts

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BP Midstream Partners LP – BP Midstream Partners LP [________] Common Units Representing Limited Partner Interests Form of Underwriting Agreement (September 25th, 2017)
Form of Underwriting Agreement (July 17th, 2017)

The undersigned, Cyclacel Pharmaceuticals, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cyclacel Pharmaceuticals, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (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.

Form of Underwriting Agreement (June 30th, 2017)

The undersigned, Cyclacel Pharmaceuticals, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cyclacel Pharmaceuticals, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (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.

Avenue Therapeutics, Inc. – [__________] Shares* Avenue Therapeutics, Inc. Common Stock FORM OF UNDERWRITING AGREEMENT (June 23rd, 2017)
Byline Bancorp, Inc. – BYLINE BANCORP, INC. (A Delaware Corporation) [*] Shares of Common Stock FORM OF UNDERWRITING AGREEMENT (June 19th, 2017)
Oasis Midstream Partners LP – [] Common Units Representing Limited Partner Interests OASIS MIDSTREAM PARTNERS LP FORM OF UNDERWRITING AGREEMENT (June 2nd, 2017)
Vine Resources Inc. – [ ] Class a Common Stock VINE RESOURCES INC. CLASS a COMMON STOCK FORM OF UNDERWRITING AGREEMENT (May 5th, 2017)
Solaris Oilfield Infrastructure, Inc. – [] Shares SOLARIS OILFIELD INFRASTRUCTURE, INC. Class a Common Stock FORM OF UNDERWRITING AGREEMENT (April 18th, 2017)
Silver Run Acquisition Corp II – 55,000,000 Units Silver Run Acquisition Corporation II FORM OF UNDERWRITING AGREEMENT (March 20th, 2017)
Mammoth Energy Services, Inc. – [ * ] Shares MAMMOTH ENERGY SERVICES, INC. Common Stock FORM OF UNDERWRITING AGREEMENT (October 3rd, 2016)
Sensus Healthcare, Inc. – FORM OF UNDERWRITING AGREEMENT Between SENSUS HEALTHCARE, INC. And NORTHLAND SECURITIES, INC. And NEIDIGER, TUCKER, BRUNER, INC. As Representatives of the Several Underwriters SENSUS HEALTHCARE, INC. UNDERWRITING AGREEMENT (May 19th, 2016)
Underwriting Agreement (November 25th, 2015)

The undersigned, CERES, INC., a company incorporated under the laws of Delaware (the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (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 set forth on Schedule I other than the Representative, references herein 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.

Match Group, Inc. – FORM OF UNDERWRITING AGREEMENT Match Group, Inc. (November 9th, 2015)
Black Knight Financial Services, Inc. [*] Shares of Class a Common Stock Form of Underwriting Agreement (May 11th, 2015)
EQT GP Holdings, LP – EQT GP Holdings, LP Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENT (May 4th, 2015)

This Underwriting Agreement (the Agreement) is to confirm the agreement among the Selling Unitholder, the Partnership, EQT GP Services, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the General Partner and together with the Partnership, the Partnership Parties), on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Units from the Selling Unitholder by the Underwriters.

EQT GP Holdings, LP – EQT GP Holdings, LP Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENT (May 4th, 2015)

This Underwriting Agreement (the Agreement) is to confirm the agreement among the Selling Unitholder, the Partnership, EQT GP Services, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the General Partner and together with the Partnership, the Partnership Parties), on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Units from the Selling Unitholder by the Underwriters.

Atlantic Alliance Partnership Corp. – 7,500,000 Ordinary Shares1 (No Par Value) FORM OF UNDERWRITING AGREEMENT (April 9th, 2015)
[] Shares GoDaddy Inc. CLASS a COMMON STOCK, PAR VALUE $0.001 PER SHARE FORM OF UNDERWRITING AGREEMENT (March 27th, 2015)
Form of Underwriting Agreement (March 27th, 2015)

The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture dated as of March 16, 2015 (such indenture, together with any indentures supplemental thereto, being herein referred to as the "Indenture") between the Company and The Bank of New York Mellon, as Trustee (the "Trustee").

Diplomat Pharmacy – [] Shares Diplomat Pharmacy, Inc. Common Stock FORM OF UNDERWRITING AGREEMENT (September 11th, 2014)
Zoe's Kitchen, Inc. – Form of Underwriting Agreement (August 11th, 2014)
[*] Shares WOODSIDE HOMES, INC. Class a Common Stock FORM OF UNDERWRITING AGREEMENT (July 11th, 2014)
ZS Pharma, Inc. – J.P. MORGAN SECURITIES LLC FORM OF UNDERWRITING AGREEMENT ZS PHARMA, INC. 5,944,444 Shares of Common Stock Underwriting Agreement (June 23rd, 2014)

In rendering the opinions set forth herein, we are opining only as to the specific legal issues expressly set forth herein, and no opinion shall be inferred as to any other matters. Based upon the foregoing, and subject to the assumptions, qualifications and exceptions referred to herein, it is our opinion that:

ZS Pharma, Inc. – FORM OF UNDERWRITING AGREEMENT ZS PHARMA, INC. [] Shares of Common Stock Underwriting Agreement (May 15th, 2014)
Parsley Energy – [] Shares PARSLEY ENERGY, INC. Class a Common Stock FORM OF UNDERWRITING AGREEMENT (May 12th, 2014)
RICE ENERGY INC. Common Stock FORM OF UNDERWRITING AGREEMENT (January 8th, 2014)
JGWPT Holdings Inc. – JGWPT Holdings Inc. Class a Common Stock FORM OF UNDERWRITING AGREEMENT (November 4th, 2013)
STG Group, Inc. – 6,000,000 Shares Global Defense & National Security Systems, Inc. Common Stock FORM OF UNDERWRITING AGREEMENT (October 2nd, 2013)
[Insert Number of Shares] ANTERO RESOURCES CORPORATION Common Stock FORM OF UNDERWRITING AGREEMENT (September 24th, 2013)

BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. J.P. MORGAN SECURITIES LLC, As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019

OCI Resources LP – OCI RESOURCES LP [*] Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENT (September 3rd, 2013)
Xg Technology Inc – xG TECHNOLOGY, INC. FORM OF UNDERWRITING AGREEMENT (June 14th, 2013)
Cvr Refining Lp – Common Units CVR Refining, LP Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENT (May 13th, 2013)
Adma Biologics, Inc. – [______________] Shares ADMA Biologics, Inc. Common Stock FORM OF UNDERWRITING AGREEMENT (April 22nd, 2013)
Cvr Refining Lp – Common Units CVR Refining, LP Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENT (January 8th, 2013)
El Paso Pipeline Partners Lp – [Form of Underwriting Agreement for Debt Securities] EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C. $ % SENIOR NOTES DUE UNDERWRITING AGREEMENT FOR DEBT SECURITIES (November 7th, 2012)