Underwriting Agreement Sample Contracts

Crescent Funding Inc. – Crescent Acquisition Corp 11100 Santa Monica Boulevard, Suite 2000 Los Angeles, California 90025 Re: Initial Public Offering Ladies and Gentlemen: This Letter (This Letter Agreement) Is Being Delivered to You in Accordance With the Underwriting Agreement (The Underwriting Agreement) Entered Into or Proposed to Be Entered Into by and Among Crescent Acquisition Corp, a Delaware Corporation (The Company), and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the Representatives of the Underwriters (The Underwriters), Relating to an Underwritten Initial (February 15th, 2019)
Adial Pharmaceuticals, L.L.C. – Of ADIAL PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT (February 12th, 2019)
RMG Acquisition Corp. – 20,000,000 Units RMG Acquisition Corp. UNDERWRITING AGREEMENT February 7, 2019 (February 12th, 2019)

RMG 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 are acting as representative (the "Representative"), 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"). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms u

Monocle Acquisition Corp – 15,000,000 Units MONOCLE ACQUISITION CORPORATION UNDERWRITING AGREEMENT (February 12th, 2019)
NGFC Equities, Inc. – [*] Shares American Resources Corporation Underwriting Agreement (February 6th, 2019)
Staffing 360 Solutions, Inc. – Staffing 360 Solutions, Inc. Underwriting Agreement (February 6th, 2019)

The undersigned, Staffing 360 Solutions, Inc., a corporation formed under the laws of the State of Delaware (the "Company"), hereby confirms its agreement (this "Agreement") with ThinkEquity, a division of Fordham Financial Management, Inc., (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:

Pulmatrix, Inc. – 5,323,530 Shares of Common Stock Pulmatrix, Inc. Underwriting Agreement (February 1st, 2019)
Pivotal Acquisition Corp – UNDERWRITING AGREEMENT Between PIVOTAL ACQUISITION CORP. And CANTOR FITZGERALD & CO. Dated: January 31, 2019 (February 1st, 2019)
Underwriting Agreement (January 30th, 2019)

International Business Machines Corporation, a New York corporation (the "Company"), proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), the principal amount of its Securities identified in Schedule I hereto (the "Securities"), to be issued under an indenture dated as of October 1, 1993 (the "Indenture"), between the Company and The Bank of New York Mellon, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of December 15, 1995. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein shall each be deemed to refer to such firm or firms.

Pulmatrix, Inc. – 1,561,177 Shares of Common Stock Pulmatrix, Inc. Underwriting Agreement (January 30th, 2019)
Interpace Diagnostics Group, Inc. 9,333,334 Shares of Common Stock (Par Value $0.01 Per Share) Underwriting Agreement (January 29th, 2019)
CAPITAL ONE FINANCIAL CORPORATION $1,250,000,000 3.900% Senior Notes Due 2024 UNDERWRITING AGREEMENT January 24, 2019 (January 29th, 2019)
Harpoon Therapeutics, Inc. – Each Member of the Board of Directors (The Board) of Harpoon Therapeutics, Inc. (The Company) Who Is a Non-Employee Director of the Company (Each Such Member, a Non-Employee Director) Will Receive the Compensation Described in This Non- Employee Director Compensation Policy (The Director Compensation Policy) for His or Her Board Service Following the Closing of the Initial Public Offering of the Companys Common Stock (The IPO). The Director Compensation Policy Will Be Effective Upon the Execution of the Underwriting Agreement in Connection With the IPO (The Date of Such Execution Being Referred (January 29th, 2019)
IMAC Holdings, Inc. – IMAC Holdings, Inc. UNDERWRITING AGREEMENT (January 23rd, 2019)
Bionik Laboratories Corp. – Underwriting Agreement (January 23rd, 2019)

The undersigned, Bionik Laboratories Corp. (the "Company"), hereby confirms its agreement (this "Agreement") with WestPark Capital, Inc. (the "Representative") and with the other underwriters, if any, 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:

Underwriting Agreement (January 23rd, 2019)
DiamondPeak Holdings Corp. – 25,000,000 Units DiamondPeak Holdings Corp. UNDERWRITING AGREEMENT (January 18th, 2019)

DiamondPeak Holdings Corp., a Delaware corporation (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 "Representative") are acting as representative, 25,000,000 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 3,750,000 additional units to cover over-allotments, if any (the "Option Securities"; the Option Securities, together with the Underwritten Securities, being hereinafter called the "Securities"). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.

Pivotal Acquisition Corp – This Letter Is Being Delivered to You in Accordance With the Underwriting Agreement (The Underwriting Agreement) Entered Into by and Between Pivotal Acquisition Corp., a Delaware Corporation (The Company), and Cantor Fitzgerald & Co. As Representative (The Representative) of the Several Underwriters Named in Schedule I Thereto (The Underwriters), Relating to an Underwritten Initial Public Offering (The IPO) of the Companys Units (The Units), Each Comprised of One Share of the Companys Class a Common Stock, Par Value $0.0001 Per Share (The Common Stock), and One Warrant, Each Warrant Exercisabl (January 11th, 2019)
Pivotal Acquisition Corp – UNDERWRITING AGREEMENT Between PIVOTAL ACQUISITION CORP. And CANTOR FITZGERALD & CO. Dated: January [ ], 2019 (January 11th, 2019)
Pivotal Acquisition Corp – This Letter Is Being Delivered to You in Accordance With the Underwriting Agreement (The Underwriting Agreement) Entered Into by and Between Pivotal Acquisition Corp., a Delaware Corporation (The Company), and Cantor Fitzgerald & Co. As Representative (The Representative) of the Several Underwriters Named in Schedule I Thereto (The Underwriters), Relating to an Underwritten Initial Public Offering (The IPO) of the Companys Units (The Units), Each Comprised of One Share of the Companys Class a Common Stock, Par Value $0.0001 Per Share (The Common Stock), and One Warrant, Each Warrant Exercisabl (January 11th, 2019)
Cirius Therapeutics, Inc. – Each Member of the Board of Directors (The Board) Who Is Not Also Serving as an Employee of or Consultant to Cirius Therapeutics, Inc. (The Company) or Any of Its Subsidiaries (Each Such Member, an Eligible Director) Will Receive the Compensation Described in This Non-Employee Director Compensation Policy for His or Her Board Service Upon and Following the Date of the Underwriting Agreement Between the Company and the Underwriters Managing the Initial Public Offering (The IPO) of the Companys Common Stock (The Common Stock), Pursuant to Which the Common Stock Is Priced in Such Initial Public O (January 11th, 2019)
Wealthbridge Acquisition Ltd – 5,000,000 Units Wealthbridge Acquisition Limited UNDERWRITING AGREEMENT (January 11th, 2019)
RMG Acquisition Corp. – 20,000,000 Units RMG Acquisition Corp. UNDERWRITING AGREEMENT (January 4th, 2019)
Gores Metropoulos, Inc. – 37,500,000 Units Gores Metropoulos, Inc. UNDERWRITING AGREEMENT (December 21st, 2018)
Datasea Inc. – Underwriting Agreement (December 21st, 2018)

The undersigned, Datasea Inc., a Nevada corporation (the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters (such underwriters, for whom ViewTrade Securities, Inc. is acting as representative (in such capacity, the "Representative," if there are no underwriters other than the Representative, reference to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as underwriter, the "Underwriters" and each an "Underwriter") to issue and sell to the Underwriters an aggregate of 1,450,000 shares of common stock, $0.001 par value per share ("Common Stock"), of the Company (the "Firm Shares"). The Company has also granted to the several Underwriters an option to purchase up to 217,500 additional shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) hereof (the "Option Shares"). The Firm Shares and any Option Shares purchased pursuant to this Agreement are herein colle

Chardan Healthcare Acquisition Corp. – Chardan Healthcare Acquisition Corp. UNDERWRITING AGREEMENT (December 19th, 2018)
UnitedHealth Group Incorporated Debt Securities Underwriting Agreement (December 17th, 2018)
Axovant Sciences Ltd. – 30,000,000 Common Shares Axovant Sciences Ltd. UNDERWRITING AGREEMENT (December 17th, 2018)
CF Finance Acquisition Corp. – Cf Finance Acquisition Corp. Underwriting Agreement (December 17th, 2018)

The undersigned, CF Finance Acquisition Corp., a Delaware corporation (the "Company"), hereby confirms its agreement with Cantor Fitzgerald & Co. ("Cantor" or the "Representative") and with the other underwriters named on Schedule A hereto (if any), 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.

Schultze Special Purpose Acquisition Corp. – 13,000,000 Units Schultze Special Purpose Acquisition Corp. UNDERWRITING AGREEMENT (December 14th, 2018)
Gladstone Land Corporation – Gladstone Land Corporation UNDERWRITING AGREEMENT (December 13th, 2018)
15,000,000 Shares HCP, Inc. (A Maryland Corporation) Common Stock (Par Value $1.00 Per Share) UNDERWRITING AGREEMENT (December 13th, 2018)

HCP, Inc., a Maryland corporation (the Company), confirms its agreement with each of the Underwriters named in Schedule A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (the Representative), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 2,000,000 shares of Common Stock, par value $1.00 per share, of the Company (the Common Stock). The aforesaid 2,000,000 shares of Common Stock to be purchased by the Underwriters are collectively hereinafter called the Securities.

Nexeon Medsystems Inc – NEXEON MEDSYSTEMS INC. _________ Units Each Unit Consisting of One Share of Common Stock and Two Warrants to Purchase One Share of Common Stock Each UNDERWRITING AGREEMENT (December 13th, 2018)
Boxlight Corp – UNDERWRITING AGREEMENT Between BOXLIGHT CORPORATION and as Representative of the Several Underwriters UNDERWRITING AGREEMENT (December 13th, 2018)
Tonix Pharmaceuticals Holding Corp. – UNDERWRITING AGREEMENT Between TONIX PHARMACEUTICALS HOLDING CORP. And as Representative of the Several Underwriters TONIX PHARMACEUTICALS HOLDING CORP. UNDERWRITING AGREEMENT (December 11th, 2018)

The undersigned, Tonix Pharmaceuticals Holding Corp., 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 Tonix Pharmaceuticals Holding Corp., the "Company"), hereby confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (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: