Underwriting Agreement Sample Contracts

Underwriting Agreement (May 22nd, 2017)

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.

OM Asset Management plc – Underwriting Agreement (May 19th, 2017)

OM Asset Management plc, a public limited company formed under the laws of England and Wales (the "Company"), and OM Group (UK) Limited, a private limited company formed under the laws of England and Wales (the "Selling Shareholder"), confirm their respective agreements with Morgan Stanley & Co. LLC (the "Underwriter," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), with respect to (i) the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Ordinary Shares, nominal value $0.001 per share, of the Company ("Ordinary Shares") set forth in Schedules A and B hereto and (ii) the grant by the Selling Shareholder to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,595,000 additional Ordinary Shares. The aforesaid 17,300,000 Ordinary Shares (the "Initial Securities") to be pur

WideOpenWest, Inc. – Underwriting Agreement (May 19th, 2017)

WideOpenWest, Inc., a Delaware corporation (the Company), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the Underwriters), for whom you are acting as representatives, an aggregate of [*] shares (the Firm Shares) of common stock, $0.01 par value per share (the Common Stock), of the Company. In addition, solely for the purpose of covering over-allotments, the entities (each, a Selling Stockholder and together, the Selling Stockholders) identified as Selling Stockholders in Schedule C annexed hereto propose to grant to the Underwriters the option to purchase from the Selling Stockholders up to an additional [*] shares of Common Stock (the Additional Shares). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the Shares. The Shares are described in the Prospectus which is referred to below.

Constellation Alpha Capital Corp. – 12,500,000 Units CONSTELLATION ALPHA CAPITAL CORP. UNDERWRITING AGREEMENT (May 18th, 2017)

Constellation Alpha Capital Corp., a business company incorporated in the British Virgin Islands with limited liability (the "Company"), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the "Underwriters"), for whom Cowen and Company, LLC ("Cowen") is acting as representative (the "Representative"), an aggregate of 12,500,000 units (the "Firm Units"), each unit consisting of one ordinary share, no par value per share (the "Ordinary Shares"), of the Company, one right to receive one-tenth (1/10) of one Ordinary Share (the "Public Rights") and one warrant to purchase one-half of one Ordinary Share (the "Public Warrants"). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,875,000 Units (the "Additional Units"). The Firm Units and the Additional Units are hereinafter collectively sometimes referred to as the "Public Units." The Pub

National Energy Services Reunited Corp. – 21,000,000 Units National Energy Services Reunited Corp. UNDERWRITING AGREEMENT (May 17th, 2017)
General Electric Company ("Company") Debt Securities Underwriting Agreement (May 16th, 2017)

On behalf of the several Underwriters named in Schedule I hereto (the "Underwriters") and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of, and utilizing terms as defined in, the Underwriting Agreement Standard Provisions (Debt Securities and/or Warrants) dated as of November 21, 2008 ("Standard Provisions"), which is attached hereto, the following securities ("Designated Securities") on the following terms:

SMART Global Holdings, Inc. – [ ] Shares SMART Global Holdings, Inc. Ordinary Shares UNDERWRITING AGREEMENT (May 11th, 2017)
Cardica, Inc. – Underwriting Agreement (May 11th, 2017)

The undersigned, Dextera Surgical 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 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.

24,100,000 Shares GODADDY INC. CLASS a COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT (May 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) (May 10th, 2017)
National Energy Services Reunited Corp. – 20,000,000 Units National Energy Services Reunited Corp. UNDERWRITING AGREEMENT (May 8th, 2017)
Healthcare Trust Of America I – Healthcare Trust of America, Inc. 47,500,000 Shares Class a Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENT (May 8th, 2017)
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) 17,250,000 Units of the Company (Including Up to 2,250,000 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), One Right to Receive One-Tenth (1/10) of One Share of Common Stock (A Right) and One-Half of One Warrant of the Company (A Warrant), Each Whole Warrant Exercisable for One Share of Common Stock, and (B) A (May 5th, 2017)
Underwriting Agreement (May 4th, 2017)

We (the Underwriters) understand that Texas Instruments Incorporated, a Delaware corporation (the Company), proposes to issue and sell $300,000,000 principal amount of the 2.750% Notes due 2021 (the 2021 Notes) and $300,000,000 principal amount of the 2.625% Notes due 2024 (the 2024 Notes and, together with the 2021 Notes, the Offered Securities) identified in Schedule I hereto, as more fully described in the Time of Sale Prospectus. The Offered Securities will be issued pursuant to an Indenture dated as of May 23, 2011, between the Company and U.S. Bank National Association, as trustee. The 2021 Notes will be a further issuance of and form a single series with the existing 2.750% Notes due 2021 issued by the Company on March 12, 2014. The 2021 Notes offered hereby will have the same terms (other than issue date, price to public and initial interest payment date) and will vote together as a single class, with the same CUSIP number as, and be fungible with, the existing 2.750% Notes due

Targeted Genetics Corporation – [ ] Shares of Common Stock Pre-Funded Warrants to Purchase [ ] Shares of Common Stock and Warrants to Purchase [ ] Shares of Common Stock AMPLIPHI BIOSCIENCES CORPORATION UNDERWRITING AGREEMENT (May 1st, 2017)
Motif Bio plc – 2,438,491 American Depositary Shares, Each Representing 20 Ordinary Shares, Ps0.01 Par Value, and Warrants to Purchase 1,219,246 American Depositary Shares Motif Bio Plc Underwriting Agreement (May 1st, 2017)
Catasys, Inc. Underwriting Agreement (April 28th, 2017)

The undersigned, Catasys, Inc., a corporation formed under the laws of the State of Delaware (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 Catasys, 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:

Par Value $0.0001 and Series C Warrants to Purchase 12,000,000 Shares of Common Stock Series D Warrants to Purchase 12,000,000 Shares of Common Stock FUELCELL ENERGY, INC. UNDERWRITING AGREEMENT (April 28th, 2017)
QWEST CORPORATION 6.75% Notes Due 2057 UNDERWRITING AGREEMENT (April 27th, 2017)
Accelerated Pharma, Inc. – Accelerated Pharma, Inc. Underwriting Agreement (April 26th, 2017)
Mota Group, Inc. – Mota Group, Inc. Underwriting Agreement (April 25th, 2017)

The undersigned, Mota Group, Inc., a corporation formed under the laws of the State of Delaware (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 Mota Group, 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:

FDO Holdings, Inc. – Underwriting Agreement (April 24th, 2017)

Floor & Decor Holdings, Inc., a Delaware 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 (Merrill Lynch) and Barclays Capital Inc. are acting as representatives (in such capacity, the Representatives), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.001 per share, of the Company (Common Stock) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [ * ] additional shares of Common Stock. The aforesaid [ * ] shares of Common Stock (the Initial Securities

Wells Fargo & Company Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Non-Cumulative Perpetual Class a Preferred Stock, Series Y Underwriting Agreement (April 24th, 2017)
Catasys, Inc. Underwriting Agreement (April 24th, 2017)

The undersigned, Catasys, Inc., a corporation formed under the laws of the State of Delaware (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 Catasys, 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:

Liberty Oilfield Services Inc. – [*] Class a Shares LIBERTY OILFIELD SERVICES INC. CLASS a COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT (April 24th, 2017)

Liberty Oilfield Services Inc., a Delaware corporation (the Company), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the Underwriters), and R/C Energy IV Direct Partnership, L.P. (the Selling Shareholder) proposes to sell to the several Underwriters, an aggregate of [*] shares of the Companys Class A common stock, par value $0.01 per share, of which [*] shares are to be issued and sold by the Company (the Company Shares) and [*] shares are to be sold by the Selling Shareholder (the Selling Shareholder Shares and, together with the Company Shares, the Firm Shares).

Catasys, Inc. Underwriting Agreement (April 21st, 2017)

The undersigned, Catasys, Inc., a corporation formed under the laws of the State of Delaware (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 Catasys, 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:

____________ Shares of Common Stock and _____________ Warrants of Apricus Biosciences, Inc. Underwriting Agreement (April 20th, 2017)
Bank 2017-Bnk4 – BANK 2017-Bnk4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-Bnk4 UNDERWRITING AGREEMENT as of April 5, 2017 (April 19th, 2017)

Wells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation (the "Depositor"), intends to issue its BANK 2017-BNK4, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK4 (the "Certificates"), in twenty (20) 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 Wells Fargo Securities, LLC ("Wells Fargo Securities"), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Morgan Stanley & Co. LLC ("MS&Co.") and Academy Securities, Inc. ("Academy" and, collectively with Wells Fargo Securities, MLPF&S and MS&Co., 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 the aggregate the entire beneficial ownership in

Citigroup Commercial Mortgage Trust 2017-P7 – CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-P7 Underwriting Agreement Dated as of March 31, 2017 (April 18th, 2017)

Citigroup Commercial Mortgage Securities Inc., a Delaware corporation (the "Company"), proposes to cause the issuance of its Citigroup Commercial Mortgage Trust 2017-P7, Commercial Mortgage Pass-Through Certificates, Series 2017-P7 (the "Certificates"), consisting of 18 classes designated as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-C, Class A-S, Class B, Class C, Class X-D, Class D, Class E, Class F, Class G, Class S and Class R Certificates under a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of April 1, 2017, between the Company, as depositor, Wells Fargo Bank, National Association, as master servicer (the "Master Servicer"), Rialto Capital Advisors, LLC, as special servicer (the "Special Servicer"), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the "Operating Advisor") and asset representations reviewer (in such capacity, the "Asset Representations Reviewer"), Citibank, N

TPG Pace Energy Holdings Corp. – 60,000,000 Units TPG Pace Energy Holdings Corp. UNDERWRITING AGREEMENT (April 17th, 2017)
____________ Shares of Common Stock and _____________ Warrants of Apricus Biosciences, Inc. Underwriting Agreement (April 17th, 2017)
FDO Holdings, Inc. – Underwriting Agreement (April 17th, 2017)

Floor & Decor Holdings, Inc., a Delaware 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 (Merrill Lynch) and Barclays Capital Inc. are acting as representatives (in such capacity, the Representatives), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.001 per share, of the Company (Common Stock) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [ * ] additional shares of Common Stock. The aforesaid [ * ] shares of Common Stock (the Initial Securities

Cytori Therapeutics Inc – Cytori Therapeutics, Inc. Underwriting Agreement (April 12th, 2017)
Forum Merger Corp – 15,000,000 Units FORUM MERGER CORPORATION UNDERWRITING AGREEMENT (April 12th, 2017)
Hess Midstream Partners LP – 14,780,000 Common Units Representing Limited Partner Interests HESS MIDSTREAM PARTNERS LP UNDERWRITING AGREEMENT (April 10th, 2017)