Sales Agreement Sample Contracts

SeaSpine Holdings Corp – (par value $0.01 per share) Controlled Equity OfferingSM Sales Agreement (March 1st, 2019)
Invitae Corp – INVITAE CORPORATION AMENDMENT NO. 1 TO SALES AGREEMENT (March 1st, 2019)
National Storage Affiliates Trust – SALES AGREEMENT (March 1st, 2019)

National Storage Affiliates Trust, a Maryland real estate investment trust (the “Company”), and NSA OP, LP, a Delaware limited partnership and direct subsidiary of the Company (the “Operating Partnership”), each confirms its agreement with each of (i) Jefferies LLC, Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., BTIG, LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, SunTrust Robinson Humphrey Inc. and Wells Fargo Securities, LLC, as sales agent, forward seller and/or principal (in any such capacity, each, an “Agent” and collectively, the “Agents”), and (ii) Jefferies LLC, Bank of Montreal, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Bank, National Association, as forward purchasers (in such capacity, each, a “Forward Purchaser” and collectively, the “Forward Purchasers”), in each case, on the terms set forth in this Sales Agreement (this “Agreement”). For purposes of clarity, it is understood and agreed by the parties hereto that,

W. P. Carey Inc. – (a Maryland corporation) Common Stock ($0.001 par value) EQUITY SALES AGREEMENT (February 28th, 2019)

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement”, as defined under Rule 405 (“Rule 405”) under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3 (File No. 333-214510), covering the public offering and sale of certain securities of the Company, including the Shares, under the 1933 Act and the rules and regulations promulgated thereunder (the “1933 Act Regulations”), which automatic shelf registration statement became effective under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”).  The “Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a p

Invitae Corp – INVITAE CORPORATION $75,000,000 COMMON STOCK SALES AGREEMENT (February 28th, 2019)
Aduro Biotech, Inc. – AMENDMENT NO. 1 TO SALES AGREEMENT (February 27th, 2019)
Hcp, Inc. – HCP, Inc. Common Stock ($1.00 par value) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT (February 26th, 2019)
Armour Residential REIT, Inc. – ARMOUR Residential REIT, INC. Up to 7,000,000 shares of Common Stock ($0.001 par value) EQUITY SALES AGREEMENT (February 15th, 2019)
Kopin Corp – KOPIN CORPORATION Common Stock (par value $0.01 per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT (February 8th, 2019)

Kopin Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $20,000,000 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (this “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.

ARCA Biopharma, Inc. – AMENDMENT NO. 2 TO Capital on Demand™ SALES AGREEMENT (January 25th, 2019)
Agile Therapeutics Inc – AGILE THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENT (January 23rd, 2019)
Nxt-Id, Inc. – COMMON STOCK SALES AGREEMENT (January 9th, 2019)
Ocean Power Technologies, Inc. – OCEAN POWER TECHNOLOGIES, INC. COMMON STOCK SALES AGREEMENT (January 7th, 2019)
Transenterix Inc. – TRANSENTERIX, INC. Common Stock (par value $0.001 per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT (December 28th, 2018)

TransEnterix, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000.00 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.

Orgenesis Inc. – ORGENESIS INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement (December 20th, 2018)

Orgenesis Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

XOMA Corp – XOMA CORPORATION COMMON STOCK SALES AGREEMENT (December 18th, 2018)
Regulus Therapeutics Inc. – REGULUS THERAPEUTICS INC. COMMON STOCK SALES AGREEMENT (December 12th, 2018)
Sophiris Bio Inc. – Sophiris Bio Inc. Common Shares (no par value) Controlled Equity OfferingSM Sales Agreement (December 7th, 2018)
Celsion CORP – CELSION CORPORATION Shares of Common Stock (par value $0.01 per share) Capital on Demand™ Sales Agreement (December 5th, 2018)
Workhorse Group Inc. – SALES AGREEMENT (December 3rd, 2018)

THIS SALES AGREEMENT (this “Agreement”) is made and entered into this 28th day of November, 2018 (the “Effective Date”), between DUKE ENERGY One, Inc., a Delaware corporation (“Buyer”) and WORKHORSE GROUP, INC., a Nevada corporation (“Seller”).

Fate Therapeutics Inc – Fate Therapeutics, Inc. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENT (November 21st, 2018)

Fate Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:

CyrusOne Inc. – CyrusOne Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE SALES AGREEMENT (November 19th, 2018)

The Company, the General Partner and the Operating Partnership have also entered into separate sales agreements (each, an “Alternative Sales Agreement”), dated as of the date hereof, with each of Barclays Capital Inc., BMO Capital Markets Corp., [·], Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Jefferies LLC, KeyBanc Capital Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, [·], [·] and [·], each, in its capacity as sales agent, principal and/or (except in the case of [·], [·] and [·]) forward seller thereunder (each, in any such capacity, an “Alternative Agent”), and [·], [·] and [·], each as forward purchaser under the applicable Alternative Sales Agreement (each, in such capacity, a “Forward Purchaser”). The Company may also enter into one or more forward stock purchase transactions in the form set forth in each Alternative Sales Agreement w

CyrusOne Inc. – CyrusOne Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE SALES AGREEMENT (November 19th, 2018)

CyrusOne Inc., a Maryland corporation (the “Company”), CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of the Company and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of the Company (the “Operating Partnership”), and the Operating Partnership each confirms its agreement with [·], as sales agent, forward seller and/or principal (in any such capacity, the “Agent”), and [·], as forward purchaser (in such capacity, the “Forward Purchaser”), in each case on the terms and subject to the conditions set forth in this Sales Agreement.  For purposes of clarity, it is understood and agreed by the parties hereto that, if Forward Hedge Shares (as defined below) are offered or sold through the Agent acting as forward seller for the Forward Purchaser, then the Agent, as forward seller, shall be acting as sales agent for the Forward Purchaser with respect to the offering and sale of such Forward Hedge Shares, and, except

Catabasis Pharmaceuticals Inc – CATABASIS PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENT (November 13th, 2018)
Imprimis Pharmaceuticals, Inc. – ● Ophthalmology revenue increased 81% year-over-year to $8.9 million ● Gross margin increased to 61% from 48% in the third quarter 2017 ● Second consecutive quarter of positive adjusted EBITDA (a non-GAAP measure) of $424,000 ● Cash balance increased for the second consecutive quarter ● Terminated At-the-Market (ATM) equity sales agreement due to positive operating position ● Eton Pharmaceuticals, former Imprimis subsidiary, completes upsized IPO; now trading on NASDAQ under the symbol “ETON” ● Melt Pharmaceuticals subsidiary files Pre- IND meeting request with FDA; starts two preparatory drug (November 13th, 2018)

Mark L. Baum, CEO of Imprimis, commented, “Despite nearly $600,000 in one-time investments for costs incurred by our subsidiary Melt Pharmaceuticals, Inc. and litigation, we continued to deliver positive adjusted earnings. This quarter showed strong performance, including record revenues and gross margins, increasing cash balances and an outlook of continued revenue growth from our core operating business. Importantly, now that we are past the typically weak third calendar quarter, we are seeing our positive momentum continue into the fourth quarter in several critical ways we will comment on during our conference call.”

Corporate Office Properties Trust – CORPORATE OFFICE PROPERTIES TRUST Common Shares of Beneficial Interest SALES AGREEMENT (November 13th, 2018)

Corporate Office Properties Trust, a Maryland real estate investment trust (the “Company”), and Corporate Office Properties, L.P., a Delaware limited partnership (the “Operating Partnership”) confirm their agreement (this “Agreement”) with Barclays Bank PLC (in its capacity as purchaser under any Forward Contract (as defined below), the “Forward Purchaser”) and Barclays Capital Inc. (in its capacity (i) as agent for the Company and/or principal in connection with the offering and sale of any Issuance Shares (as defined below) hereunder, the “Agent,” and (ii) as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined below) hereunder, the “Forward Seller”), as set forth in this Agreement.  The Company has authorized and proposes to sell and/or issue in the manner contemplated by this Agreement common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $300,000

Zafgen, Inc. – ZAFGEN, INC. SALES AGREEMENT (November 9th, 2018)
Acer Therapeutics Inc. – ACER THERAPEUTICS INC. Common Stock ($0.0001 par value per share) Sales Agreement (November 9th, 2018)
Chiasma, Inc – CHIASMA, INC. COMMON STOCK SALES AGREEMENT (November 8th, 2018)
Realty Income Corp – REALTY INCOME CORPORATION Common Stock ($0.01 par value) SALES AGREEMENT (November 6th, 2018)

Realty Income Corporation, a Maryland corporation (the “Company”) confirms its agreement with Robert W. Baird & Co. Incorporated, Barclays Capital Inc., J.P. Morgan Securities LLC, BNY Mellon Capital Markets, LLC, Jefferies LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, Credit Suisse Securities (USA) LLC, Mizuho Securities USA LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, Stifel, Nicolaus & Company, Incorporated, Wells Fargo Securities, LLC, RBC Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, each as sales agent and/or principal and/or (except in the case of Robert W. Baird & Co. Incorporated, Mizuho Securities USA LLC, BB&T Capital Markets, a division of BB&T Securities, LLC and Stifel, Nicolaus & Company, Incorporated) forward seller (in any such capacity, each an “Agent” and together the “Agents”) and Barclays Bank PLC, JPMorgan Chase Bank, National Association, London Branch, T

Westlake Chemical Partners LP – SECOND AMENDMENT TO ETHYLENE SALES AGREEMENT (November 6th, 2018)

This SECOND AMENDMENT (this “Amendment”), dated as of November 1, 2018, and effective as of January 1, 2018, to the ETHYLENE SALES AGREEMENT, dated as of August 4, 2014, as amended by that certain First Amendment dated as of August 4, 2016 and effective as of January 1, 2016 (as amended, the “Agreement”), is entered into by and among WESTLAKE CHEMICAL OPCO LP, a Delaware limited partnership (“Seller”), and WPT LLC, a Delaware limited liability company, WESTLAKE VINYLS, INC., a Delaware corporation, and WESTLAKE PETROCHEMICALS LLC, a Delaware limited liability company (each, a “Buyer Party,” and collectively, “Buyer”). Seller and Buyer hereinafter are referred to each individually as a “Party” and collectively as the “Parties.”

Tier Reit Inc – TIER REIT, INC. SHARES OF COMMON STOCK CONTROLLED EQUITY OFFERING SALES AGREEMENT (November 5th, 2018)

TIER REIT, Inc., a Maryland corporation (the “Company”), and Tier Operating Partnership LP, a Texas limited partnership and the Company’s operating partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”) with Robert W. Baird & Co. Incorporated (the “Agent”), as follows:

Tier Reit Inc – AMENDMENT NO. 1 TO SALES AGREEMENT (November 5th, 2018)

AMENDMENT NO. 1, dated as of the 5th day of November, 2018 (the “Amendment No. 1”), by and among TIER REIT, Inc., a Maryland corporation (the “Company”), Tier Operating Partnership LP, a Texas limited partnership and the Company’s operating partnership (the “Operating Partnership”), and [Jefferies LLC][BMO Capital Markets Corp.][JMP Securities LLC][J.P. Morgan Securities LLC][Merrill Lynch, Pierce, Fenner & Smith Incorporated][Wells Fargo Securities, LLC], (the “Agent”) to that certain sales agreement, dated August 8, 2018 (the “Agreement”).

ONCOSEC MEDICAL Inc – OncoSec Medical Incorporated Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement (November 2nd, 2018)
Cti Biopharma Corp – CTI BIOPHARMA CORP. COMMON STOCK SALES AGREEMENT (November 1st, 2018)