Underwriting Agreement Sample Contracts

Accelerated Pharma, Inc. – Accelerated Pharma, Inc. Underwriting Agreement (March 28th, 2017)
KEYSIGHT TECHNOLOGIES, INC. Common Stock, Par Value $0.01 Per Share Underwriting Agreement (March 28th, 2017)
Kimco Realty Corporation (A Maryland Corporation) Debt Securities Underwriting Agreement (March 23rd, 2017)
Adaptimmune Therapeutics PLC – ADAPTIMMUNE THERAPEUTICS PLC (A Public Limited Company Organized Under the Laws of England and Wales) 14,300,000 American Depositary Shares Representing an Aggregate of 85,800,000 Ordinary Shares UNDERWRITING AGREEMENT (March 22nd, 2017)
Canadian Zinc Corp – Amended and Restated Underwriting Agreement (March 22nd, 2017)
Forum Merger Corp – 12,500,000 Units FORUM MERGER CORPORATION UNDERWRITING AGREEMENT (March 21st, 2017)
Investar Holding Corp – Investar Holding Corporation 1,411,765 Shares of Common Stock $1.00 Par Value Per Share Underwriting Agreement (March 20th, 2017)

Investar Holding Company, a Louisiana corporation (the Company) and the holding company for Investar Bank (the Bank), confirms its agreement with Sandler ONeill + Partners, L.P. (the Representative), on behalf of the several underwriters listed on Annex A (together, the Underwriters), subject to the terms and conditions stated herein, with respect to (i) the issuance and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 1,411,765 shares of the Companys common stock, par value $1.00 per share (the Initial Shares); and (ii) the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of 211,765 additional shares of the Companys common stock (the Option Shares and, together with the Initial Shares, the Shares).

Silver Run Acquisition Corp II – 55,000,000 Units Silver Run Acquisition Corporation II FORM OF UNDERWRITING AGREEMENT (March 20th, 2017)
Kayne Anderson Acquisition Corp – Kayne Anderson Acquisition Corp. 35,000,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENT (March 17th, 2017)
New York Community Bancorp, Inc. – 20,000,000 Depositary Shares NEW YORK COMMUNITY BANCORP, INC. Each Representing a 1/40th Interest in a Share of Fixed-To-Floating Rate Series a Noncumulative Perpetual Preferred Stock UNDERWRITING AGREEMENT (The Agreement) (March 16th, 2017)
UNDERWRITING AGREEMENT Between PARETEUM CORPORATION and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters PARETEUM CORPORATION UNDERWRITING AGREEMENT (March 15th, 2017)

The undersigned, Pareteum Corporation, a corporation formed under the laws of the State of Delaware (collectively, with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of Pareteum Corporation, the "Company"), hereby confirms its agreement (this "Agreement") with Joseph Gunnar & Co., LLC (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:

MP Acquisition I Corp. – March 9, 2017 MATLIN & PARTNERS ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. UNDERWRITING AGREEMENT MATLIN & PARTNERS ACQUISITION CORPORATION UNDERWRITING AGREEMENT (March 15th, 2017)

The undersigned, Matlin & Partners Acquisition Corporation, a Delaware corporation (the "Company"), hereby confirms its agreement with Cantor Fitzgerald & Co. ("Cantor Fitzgerald" or the "Representative") and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the "Underwriters" or, each underwriter individually, an "Underwriter") as follows. To the extent there is only one Underwriter, the term Underwriters shall mean the Underwriter.

Underwriting Agreement (March 14th, 2017)
UnitedHealth Group Incorporated Debt Securities Underwriting Agreement (March 13th, 2017)
8,000,000 SHARES MeetMe, INC. COMMON STOCK, PAR VALUE of $0.001 PER SHARE UNDERWRITING AGREEMENT (March 10th, 2017)
Monmouth Real Estate Investment Corporation – Monmouth Real Estate Investment Corporation Underwriting Agreement (March 9th, 2017)
Underwriting Agreement (March 9th, 2017)
Gladstone Land Corporation – Gladstone Land Corporation UNDERWRITING AGREEMENT (March 9th, 2017)

Introductory. Gladstone Land Corporation, a Maryland corporation (the Company), proposes to issue and sell to the several underwriters named in Schedule A hereto (the Underwriters) an aggregate of 1,680,000 shares (the Shares) of its Common Stock, par value $0.001 per share (the Common Stock). The Company is the indirect general partner of Gladstone Land Limited Partnership (the Operating Partnership), a Delaware limited partnership that serves as the Companys primary operating partnership subsidiary. The 1,680,000 Shares to be sold by the Company are called the Firm Shares. In addition, the Company has agreed to sell to the Underwriters, subject to the terms and conditions stated herein, up to an additional 252,000 Shares to cover the over-allotment by the Underwriters, if any. The additional 252,000 Shares to be sold by the Company pursuant to such over-allotment option are collectively called the Optional Shares. The Firm Shares and, if and to the extent such over-allotment option i

Modern Media Acquisition Corp. – We Are Acting as Counsel for Modern Media Acquisition Corp., a Delaware Corporation (The Company), in Connection With the Initial Public Offering and Sale of (A) 28,750,000 Units of the Company (Including Up to 3,750,000 Units Subject to an Over-Allotment Option) (The Units), Each Such Unit Consisting of One Share of Common Stock of the Company, Par Value $0.0001 Per Share (The Common Stock), and One-Half of One Warrant of the Company (A Warrant), Each Whole Warrant Exercisable for One Share of Common Stock, and (B) All Shares of Common Stock and All Warrants to Be Issued as Part of the Units, (March 8th, 2017)
Pfizer Inc. Debt Securities Underwriting Agreement (March 2nd, 2017)

From time to time Pfizer Inc., a Delaware corporation (the Company), proposes to enter into one or more Pricing Agreements (each a Pricing Agreement) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the Underwriters with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the Securities) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the Designated Securities).

Kratos Defense & Security Solutions – Kratos Defense & Security Solutions, Inc. Common Stock, Par Value $0.001 Per Share Underwriting Agreement (March 2nd, 2017)
TransCanada Trust – TransCanada Trust Trust Notes Series 2017-A Due 2077 Guaranteed by TransCanada PipeLines Limited Underwriting Agreement (February 24th, 2017)
Bank of America Merrill Lynch Commercial Mortgage Trust 2017-BNK3 – BANK OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE TRUST 2017-Bnk3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-Bnk3 UNDERWRITING AGREEMENT as of February 2, 2017 (February 16th, 2017)

Banc of America Merrill Lynch Commercial Mortgage Inc., a Delaware corporation (the "Depositor"), intends to issue its Bank of America Merrill Lynch Commercial Mortgage Trust 2017-BNK3, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK3 (the "Certificates"), in seventeen (17) classes and interests (each, a "Class") as designated in the Prospectus (as defined below). Pursuant to this underwriting agreement (the "Agreement"), the Depositor further proposes to sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Morgan Stanley & Co. LLC ("MS&Co."), Wells Fargo Securities, LLC ("Wells Fargo Securities") and Drexel Hamilton, LLC ("Drexel" and, collectively with MLPF&S, MS&Co. and Wells Fargo Securities, the "Underwriters" and each, individually, an "Underwriter") the Certificates set forth in Schedule I hereto (the "Registered Certificates") in the respective original principal amounts and notional amounts set forth in Schedule I. The Certificates represent in

MP Acquisition I Corp. – Underwriting Agreement (February 15th, 2017)

The undersigned, Matlin & Partners Acquisition Corporation, a Delaware corporation (the "Company"), hereby confirms its agreement with Cantor Fitzgerald & Co. ("Cantor Fitzgerald" or the "Representative") and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the "Underwriters" or, each underwriter individually, an "Underwriter") as follows

Sigma Labs, Inc. – Sigma Labs, Inc. Underwriting Agreement (February 14th, 2017)
Amc Entertainment Holdings, Inc. – AMC ENTERTAINMENT HOLDINGS, INC. 19,047,619 Shares Class a Common Stock ($0.01 Par Value) Underwriting Agreement (February 13th, 2017)

AMC Entertainment Holdings, Inc., a corporation organized under the laws of Delaware (the Company), proposes to sell to the several underwriters named in Schedule II hereto (the Underwriters), for whom you (the Representatives) are acting as representatives, the number of shares of Class A common stock, $0.01 par value (Common Stock) of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the Underwritten Securities). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the Option Securities; the Option Securities, together with the Underwritten Securities, being hereinafter called the Securities). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall me

Hess Midstream Partners LP – [*] Common Units Representing Limited Partner Interests HESS MIDSTREAM PARTNERS LP UNDERWRITING AGREEMENT (February 13th, 2017)
U.S. BANCORP UNDERWRITING AGREEMENT STANDARD PROVISIONS (PREFERRED STOCK, WHICH MAY BE REPRESENTED BY DEPOSITARY SHARES) (February 2, 2017) (February 13th, 2017)

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Underwriting Agreement (February 13th, 2017)

We (the Representatives) understand that U.S. Bancorp, a Delaware corporation (the Company), proposes to issue and sell to the several underwriters named in Schedule I (the Underwriters) an aggregate of 1,000,000 Depositary Shares (the Offered Securities and each an Offered Security), each representing 1/25th of a share of the Companys Series J Non-Cumulative Perpetual Preferred Stock, $1.00 par value, with a liquidation preference of $25,000 per share (the Preferred Stock). The Preferred Stock, when issued, will be deposited against delivery of Depositary Receipts (the Depositary Receipts), which will evidence the Depositary Shares, that are to be issued by U.S. Bank National Association (the Depositary) under the Deposit Agreement, to be dated as of February 13, 2017, among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued hereunder.

Underwriting Agreement (February 10th, 2017)
Chase Issuance Trust – CHASE ISSUANCE TRUST (Issuing Entity) CHASE BANK USA, NATIONAL ASSOCIATION (Sponsor, Servicer and Administrator) CHASE CARD FUNDING LLC (Depositor, Transferor and Beneficiary) UNDERWRITING AGREEMENT (Standard Terms) (February 10th, 2017)
Helius Medical Technologies, Inc. – Underwriting Agreement (February 9th, 2017)
Moleculin Biotech, Inc. – Underwriting Agreement (February 9th, 2017)
Antero Midstream Partners LP – 6,000,000 Common Units Representing Limited Partner Interests ANTERO MIDSTREAM PARTNERS LP UNDERWRITING AGREEMENT (February 8th, 2017)
Kimbell Royalty Partners, LP – Kimbell Royalty Partners, LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (February 7th, 2017)