Underwriting Agreement Sample Contracts

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)
Moleculin Biotech, Inc. – Underwriting Agreement (February 7th, 2017)
ActiveCare – Underwriting Agreement (February 3rd, 2017)

The undersigned, ActiveCare, Inc., a corporation formed under the laws of the State of Delaware (the "Company," as used herein, the term "Company Group" collectively refers to the Company together with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of 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:

Underwriting Agreement (February 3rd, 2017)

This Underwriting Agreement (this "Agreement") is dated as of February 3, 2017, between Interpace Diagnostics Group, Inc., a Delaware corporation (the "Company"), and the several underwriters (such underwriters, for whom Maxim Group LLC ("Maxim" or the "Representative") is acting as representative, the "Underwriters" and each an "Underwriter").

Neos Therapeutics, Inc. – Underwriting Agreement (February 3rd, 2017)
Horizon Global Corp – Horizon Global Corporation 2.75% Convertible Senior Notes Due 2022 UNDERWRITING AGREEMENT (February 1st, 2017)
Rigel Pharmaceuticals, Inc. – 20,000,000 Shares Rigel Pharmaceuticals, Inc. UNDERWRITING AGREEMENT (January 31st, 2017)
American Brewing Company, Inc. – Underwriting Agreement (January 30th, 2017)
Braeburn Pharmaceuticals, Inc. – Underwriting Agreement (January 27th, 2017)

Braeburn Pharmaceuticals, Inc., 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 representatives (the Representatives), an aggregate of [*] shares of Common Stock, par value $0.0001 per share (the Common Stock), of the Company (the Underwritten Shares) and, at the option of the Underwriters, up to an additional [*] shares of Common Stock of the Company (the Option Shares). The Underwritten Shares and the Option Shares are herein referred to as the Shares. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the Stock.

Brooklyn Cheesecake & Dessrt – Meridian Waste Solutions, Inc. Underwriting Agreement (January 26th, 2017)
Underwriting Agreement (January 26th, 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.

Fintech Acquisition Corp. II – Fintech Acquisition Corp. Ii Underwriting Agreement (January 25th, 2017)
Underwriting Agreement (January 24th, 2017)

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

Teladoc, Inc. – UNDERWRITING AGREEMENT TELADOC, INC. 8,250,000 Shares of Common Stock, Par Value $0.001 Per Share Underwriting Agreement (January 24th, 2017)
Viper Energy Partners LP – VIPER ENERGY PARTNERS LP 8,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (January 24th, 2017)

Viper Energy Partners LP, a Delaware limited partnership (the "Partnership"), proposes to sell 8,500,000 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 1,275,000 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.

Evans Bancorp, Inc. – EVANS BANCORP, INC. 400,000 Shares of Common Stock $0.50 Par Value Per Share Underwriting Agreement (January 23rd, 2017)

Evans Bancorp, Inc., a New York corporation (the Company), the holding company for Evans Bank, N.A. (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 400,000 shares of the Companys common stock, par value $0.50 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 60,000 additional shares of the Companys common stock (the Option Shares and, together with the Initial Shares, the Shares).

Stemline Therapeutics Inc. – Stemline Therapeutics, Inc. Underwriting Agreement (January 20th, 2017)
8,163,265 Shares and Warrants to Purchase 4,897,959 Shares PLURISTEM THERAPEUTICS INC. UNDERWRITING AGREEMENT (January 20th, 2017)
AMEDICA Corp – Underwriting Agreement (January 20th, 2017)
Execution Version 12,244,898 Shares and Warrants to Purchase 7,346,939 Shares PLURISTEM THERAPEUTICS INC. AMENDED AND RESTATED UNDERWRITING AGREEMENT (January 20th, 2017)
Gateway Inds Inc – Underwriting Agreement (January 19th, 2017)

The undersigned, Function(x) 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 Function(x), 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:

WPX ENERGY, INC. 45,000,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENT (January 18th, 2017)
Anaptysbio Inc – [*] Shares ANAPTYSBIO, INC. Common Stock, Par Value $0.001 Per Share UNDERWRITING AGREEMENT (January 17th, 2017)