Underwriting Agreement Sample Contracts

Capitol Investment Corp. IV – Capitol Investment Corp. IV 35,000,000 Units1 Underwriting Agreement (August 17th, 2017)
UBS Commercial Mortgage Trust 2017-C2 – UBS COMMERCIAL MORTGAGE TRUST 2017-C2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C2 UNDERWRITING AGREEMENT as of July 31, 2017 (August 17th, 2017)
Jin Jie – [__________] Shares of Common Stock and [__________] Warrants to Purchase Shares of Common Stock BLUE SPHERE CORPORATION UNDERWRITING AGREEMENT (August 17th, 2017)
FibroGen, Inc. Common Stock, Par Value $0.01 Per Share Underwriting Agreement (August 16th, 2017)
20,000 Shares of Series B Convertible Preferred Stock (Convertible Into 8,700,000 Shares of Common Stock) and 8,700,000 Warrants (Exercisable for 8,700,000 Shares of Common Stock) of Enteromedics Inc. Underwriting Agreement (August 16th, 2017)

The undersigned, EnteroMedics Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of EnteroMedics 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.

2,000,000 Shares of Class a Common Stock MALIBU BOATS, INC. UNDERWRITING AGREEMENT (August 14th, 2017)
I-AM CAPITAL ACQUISITION Co – 5,000,000 Units I-Am CAPITAL ACQUISITION COMPANY UNDERWRITING AGREEMENT (August 14th, 2017)
Atlantic Acquisition Corp. – 4,000,000 Units Atlantic Acquisition Corp. UNDERWRITING AGREEMENT (August 11th, 2017)
McCormick & COMPANY, INCORPORATED (A Maryland Corporation) 5,524,862 Shares of Common Stock Non-Voting UNDERWRITING AGREEMENT Dated August 8, 2017 Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse Securities (USA) LLC (August 11th, 2017)

McCormick & Company, Incorporated, a Maryland corporation (the Company), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC and each of the other Underwriters named in Schedule A hereto (each, an Underwriter and collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC are acting as representatives (in such capacity, the Representatives), the respective numbers of shares of common stock non-voting, no par value, of the Company (Common Stock) set forth in Schedule A hereto and grant to the Underwriters, acting severally and not jointly, the option described in Section 2(b) hereof to purchase all or any part of 828,729 additional shares of Common Stock. The aforesaid 5,524,862 shares of Common Stock (the Initial

Eastside Distilling, Inc. – Underwriting Agreement (August 10th, 2017)
Corning Incorporated Y=21,000,000,000 0.698% Notes Due 2024 Y=47,000,000,000 0.992% Notes Due 2027 Y=10,000,000,000 1.583% Notes Due 2037 Underwriting Agreement (August 10th, 2017)
Pressure BioSciences, Inc. – UNDERWRITING AGREEMENT Between PRESSURE BIOSCIENCES, INC. And JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters PRESSURE BIOSCIENCES, INC. UNDERWRITING AGREEMENT (August 10th, 2017)

The undersigned, Pressure BioSciences, Inc., a corporation formed under the laws of the Commonwealth of Massachusetts (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Pressure BioSciences, Inc., 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:

Eastside Distilling, Inc. – Underwriting Agreement (August 9th, 2017)
KIMCO REALTY CORPORATION (A Maryland Corporation) COMMON STOCK, WARRANTS TO PURCHASE COMMON STOCK, PREFERRED STOCK AND DEPOSITARY SHARES UNDERWRITING AGREEMENT (August 8th, 2017)
Capitol Investment Corp. IV – Capitol Investment Corp. IV 35,000,000 Units1 Underwriting Agreement (August 7th, 2017)
Archrock Partners, L.P. – ARCHROCK PARTNERS, L.P. 4,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (August 7th, 2017)
Citius Pharmaceuticals, Inc. – UNDERWRITING AGREEMENT Between CITIUS PHARMACEUTICALS, INC. And AEGIS CAPITAL CORP., as Representative of the Several Underwriters Citius Pharmaceuticals, Inc. UNDERWRITING AGREEMENT (August 4th, 2017)

The undersigned, Citius Pharmaceuticals, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Citius Pharmaceuticals, Inc. (the "Company"), hereby confirms its agreement (this "Agreement") with Aegis Capital Corp. (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:

Debt Securities Underwriting Agreement (August 2nd, 2017)
PUBLIC STORAGE 12,000,000 Depositary Shares Each Representing 1/1,000 of a 5.05% Cumulative Preferred Share of Beneficial Interest, Series G Liquidation Preference Equivalent to $25.00 Per Depositary Share UNDERWRITING AGREEMENT (August 2nd, 2017)
PENSARE ACQUISITION Corp – 27,000,000 Units PENSARE ACQUISITION CORP. UNDERWRITING AGREEMENT (August 2nd, 2017)
UNDERWRITING AGREEMENT United States Steel Corporation (August 2nd, 2017)

United States Steel Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), $750,000,000 principal amount of its 6.875% Senior Notes due 2025 (the "Securities"). The Securities will be issued pursuant to an indenture dated as of May 21, 2007 (the "Base Indenture") between the Company and The Bank of New York Mellon, as trustee (the "Trustee"), as heretofore supplemented and amended and as to be further supplemented and amended by an Eighth Supplemental Indenture, to be dated as of August 4, 2017, to the Base Indenture relating to the Securities (the "Supplemental Indenture" and, together with the Base Indenture and any other amendments or supplements thereto, the "Indenture"), between the Company and the Trustee.

Valley National Bancorp (A New Jersey Corporation) 4,000,000 Shares 5.50% Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B UNDERWRITING AGREEMENT (August 1st, 2017)
Industrea Acquisition Corp. – 20,000,000 Units1 Industrea Acquisition Corp. UNDERWRITING AGREEMENT (August 1st, 2017)

Industrea Acquisition Corp., a corporation organized under the laws of Delaware (the "Company"), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you (the "Representatives") are acting as representatives, 20,000,000 units (the "Units") of the Company (said Units 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 3,000,000 additional units to cover over-allotments, if any (the "Option Securities"; the Option Securities, together with the Underwritten Securities, being hereinafter called the "Securities"). Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.

Chase Bank Usa, National Association – 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) (August 1st, 2017)
Atlantic Acquisition Corp. – 4,000,000 Units Atlantic Acquisition Corp. UNDERWRITING AGREEMENT (July 28th, 2017)
Bank 2017-Bnk6 – BANK 2017-Bnk6 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-Bnk6 UNDERWRITING AGREEMENT as of July 14, 2017 (July 27th, 2017)
Osprey Energy Acquisition Corp – 25,000,000 Units Osprey Energy Acquisition Corp. UNDERWRITING AGREEMENT (July 26th, 2017)
7,650,000 Shares Sarepta Therapeutics, Inc. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENT (July 26th, 2017)
Umh Properties – Umh Properties, Inc. Underwriting Agreement (July 26th, 2017)
Underwriting Agreement (July 24th, 2017)

To the Representatives of the several Underwriters named in the respective Pricing Agreements hereinafter described.

Jin Jie – [__________] Shares of Common Stock and [__________] Warrants to Purchase Shares of Common Stock BLUE SPHERE CORPORATION UNDERWRITING AGREEMENT (July 24th, 2017)
PENSARE ACQUISITION Corp – 25,000,000 Units PENSARE ACQUISITION CORP. UNDERWRITING AGREEMENT (July 24th, 2017)
Underwriting Agreement (July 21st, 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.

Gladstone Commercial Corporation – 1,150,000 Shares Gladstone Commercial Corporation UNDERWRITING AGREEMENT (July 21st, 2017)

Introductory. Gladstone Commercial 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 1,150,000 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 Commercial Limited Partnership (the Operating Partnership), a Delaware limited partnership that serves as the Companys primary operating partnership subsidiary. The 1,150,000 Shares to be sold by the Company are called the Firm Shares. In addition, the Company has agreed, subject to the terms and conditions stated herein, to provide the Underwriters an option to purchase up to an additional 172,500 Shares (the Optional Shares). The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the Offered Shares. Janney Montgomery Scott LLC (Janney) has agreed to act as representative of th

Viper Energy Partners LP – VIPER ENERGY PARTNERS LP 14,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (July 21st, 2017)

Viper Energy Partners LP, a Delaware limited partnership (the "Partnership"), proposes to sell 14,000,000 common units (the "Firm Units") representing limited partner interests in the Partnership (the "Common Units") to the underwriters (the "Underwriters") named in Schedule I attached to this agreement (this "Agreement"). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to 2,100,000 Common Units on the terms set forth in Section 2 to cover over-allotments, if any (the "Option Units"). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the "Units." This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.