Underwriting Agreement Sample Contracts

FinTech Evolution Acquisition GroupFinTech Evolution Acquisition Group 24,000,000 Units Underwriting Agreement (March 5th, 2021)

FinTech Evolution Acquisition Group, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 24,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriter, up to 3,600,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriter elect to purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).

Live Oak Mobility Acquisition Corp.22,000,000 Units LIVE OAK MOBILITY ACQUISITION CORP. UNDERWRITING AGREEMENT (March 5th, 2021)
Stratasys Ltd.Stratasys Ltd. 6,896,552 Ordinary Shares Underwriting Agreement (March 5th, 2021)

Stratasys Ltd., a company organized under the laws of the State of Israel (the “Com- pany”), 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”), an aggregate of 6,896,552 ordinary shares, nominal value 0.01 New Israeli Shekels per share (the “ordinary shares”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,034,482 ordinary shares of the Company (the “Option Shares”). The Under- written Shares and the Option Shares are herein referred to as the “Shares”. The ordinary shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Ordinary Shares”.

Arrowroot Acquisition Corp.UNDERWRITING AGREEMENT between ARROWROOT ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: March 1, 2021 (March 5th, 2021)

The undersigned, Arrowroot Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (the “Representative”) 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,” provided that, if only Cantor Fitzgerald is listed on such Schedule A, any references to the Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:

Pine Technology Acquisition Corp.UNDERWRITING AGREEMENT between PINE TECHNOLOGY ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [ ], 2021 PINE TECHNOLOGY ACQUISITION CORP. UNDERWRITING AGREEMENT (March 5th, 2021)

The undersigned, Pine Technology Acquisition Corp., 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 (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:

Coca Cola CoTHE COCA-COLA COMPANY UNDERWRITING AGREEMENT (March 5th, 2021)

The Coca-Cola Company, a Delaware 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”), certain of its debt securities (“Securities”), as identified and in an aggregate principal amount as indicated in Schedule I hereto. The Securities will be issued under an amended and restated indenture dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended (as such indenture may be further amended from time to time, the “Indenture”). 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.

Marriott International Inc /Md/MARRIOTT INTERNATIONAL, INC. Debt Securities UNDERWRITING AGREEMENT GENERAL TERMS AND PROVISIONS (March 5th, 2021)

Marriott International, Inc., a Delaware corporation (the “Company”), proposes to enter into a Terms Agreement in the form of Annex I hereto (the “Terms Agreement”), which incorporates by reference these Underwriting Agreement General Terms and Provisions, and subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the Terms Agreement (such firms constituting the “Underwriters” with respect to the Terms Agreement and the securities specified therein) certain of its debt securities specified in Schedule II to the Terms Agreement (the “Securities”). The Terms Agreement, including these Underwriting Agreement General Terms and Provisions incorporated therein by reference, is herein referred to as this “Agreement.” The representative or representatives of the Underwriters, if any, specified in the Terms Agreement are hereinafter referred to as the “Representatives”; provided, however, that if the Terms Agreement does not specify

Dynex Capital IncDYNEX CAPITAL, INC. 3,500,000 Shares of Common Stock Underwriting Agreement (March 5th, 2021)

Dynex Capital, Inc., a Virginia 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 3,500,000 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and, at the option of the Underwriters, up to an additional 525,000 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 of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. For purposes of this underwriting agreement (this “Agreement”), the term Representatives as used herein shall mean you and shall mean the singular.

DHC Acquisition Corp.DHC Acquisition Corp. 30,000,000 Units1 UNDERWRITING AGREEMENT (March 5th, 2021)

DHC Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, 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 used in this Agreement and not ot

Rada Electronic Industries LTDRADA Electronic Industries Ltd. UNDERWRITING AGREEMENT (March 5th, 2021)
AF Acquisition Corp.AF Acquisition Corp. 20,000,000 Units Underwriting Agreement (March 5th, 2021)

AF Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to you (“you” or the “Underwriter”) an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at your option, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”

Golden Arrow Merger Corp.UNDERWRITING AGREEMENT between Golden Arrow Merger CORP. and BTIG, LLC Dated March [●], 2021 GOLDEN ARROW MERGER CORP. UNDERWRITING AGREEMENT (March 5th, 2021)

The undersigned, Golden Arrow Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (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:

Cardlytics, Inc.CARDLYTICS, INC. 3,850,000 Shares of Common Stock Underwriting Agreement (March 5th, 2021)

Cardlytics, 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 3,850,000 shares of Common Stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 577,500 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 of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

DHB Capital Corp.25,000,000 Units DHB CAPITAL CORP. Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant UNDERWRITING AGREEMENT March 1, 2021 (March 5th, 2021)
Goldenbridge Acquisition LTD5,000,000 UNITS GOLDENBRIDGE ACQUISITION LIMITED UNDERWRITING AGREEMENT (March 5th, 2021)

The undersigned, Goldenbridge Acquisition Limited., a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:

Ameren CorpAMEREN CORPORATION $450,000,000 1.75% SENIOR NOTES DUE 2028 Underwriting Agreement (March 5th, 2021)

The term “Adjusted Treasury Rate” has the meaning ascribed to that term in the Issuer’s Preliminary Prospectus Supplement, dated February 24, 2021.

Brixmor Operating Partnership LPBRIXMOR OPERATING PARTNERSHIP LP 2.250% Senior Notes due 2028 UNDERWRITING AGREEMENT (March 5th, 2021)
Northern Star Investment Corp. IVNorthern Star Investment Corp. IV 35,000,000 Units UNDERWRITING AGREEMENT (March 5th, 2021)

Northern Star Investment Corp. IV, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 35,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional Units to cover over-allotments (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 Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement

Magnolia Oil & Gas CorpMAGNOLIA OIL & GAS CORPORATION 17,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT (March 5th, 2021)
Bain Capital Specialty Finance, Inc.Bain Capital Specialty Finance, Inc. $300,000,000 Aggregate Principal Amount 2.950% Notes due March 10, 2026 UNDERWRITING AGREEMENT (March 5th, 2021)

Bain Capital Specialty Finance, Inc., a Delaware corporation (the “Company”), proposes to issue and sell $300,000,000 aggregate principal amount of 2.950% Notes due March 10, 2026 (the “Securities”). It is understood that, subject to the conditions hereinafter stated, the Securities will be sold by the Company to the several Underwriters named in Schedule A hereto (the “Underwriters”) in connection with the offer and sale of such Securities. Goldman Sachs & Co. LLC (“Goldman Sachs”) shall act as the representative of the Underwriters (the “Representative”). To the extent there are no additional Underwriters listed on Schedule A other than Goldman Sachs, the term Representative as used herein shall mean Goldman Sachs, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires.

Avalon Acquisition Inc.20,000,000 Units Avalon Acquisition Inc. UNDERWRITING AGREEMENT (March 5th, 2021)

The undersigned, Avalon Acquisition Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:

Climate Real Impact Solutions III Acquisition Corp30,000,000 Units Climate Real Impact Solutions III Acquisition Corporation UNDERWRITING AGREEMENT (March 5th, 2021)

Climate Real Impact Solutions III Acquisition Corporation, 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 “Representatives”) are acting as representatives, 30,000,000 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 4,500,000 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 Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capital

Haymaker Acquisition Corp. IIIHaymaker Acquisition Corp. III 30,000,000 Units1 UNDERWRITING AGREEMENT (March 5th, 2021)

Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments (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 Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement

Ameresco, Inc.AMERESCO, INC. (a Delaware corporation) 3,200,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT (March 5th, 2021)
MeaTech 3D Ltd.Ordinary Shares UNDERWRITING AGREEMENT (March 5th, 2021)

MeaTech 3D Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (the “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of [____] American Depositary Shares (the “ADSs”) of the Company (the “Firm ADSs”), each ADS representing [___] ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) and, in the aggregate, representing [____] Ordinary Shares. The respective amounts of the Firm ADSs to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [____] ADSs (representing [____] Ordinary Shares, in the aggregate) (the “Option ADSs”) from the Company. The Firm ADSs and th

Saratoga Investment Corp.SARATOGA INVESTMENT CORP. UNDERWRITING AGREEMENT (March 5th, 2021)

Saratoga Investment Corp., a Maryland corporation (the “Company”), and Saratoga Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”) registered as an investment adviser under the Investment Advisers Act of 1940, as amended (collectively with the rules and regulations of the Commission (as defined below) promulgated thereunder, the “Advisers Act”), each confirms with Raymond James & Associates, Inc. and each of the other underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 8 hereof), for whom Raymond James & Associates, Inc. is acting as the representative (in such capacity, the “Representative”) with respect to the issuance and sale by the Company of $50,000,000 aggregate principal amount of the Company’s 4.375% notes due 2026 (the “Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the aggregate principal amount of Securi

Indus Realty Trust, Inc.UNDERWRITING AGREEMENT (March 5th, 2021)

INDUS Realty Trust, Inc. (formerly known as Griffin Industrial Realty, Inc.), a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 1,750,000 shares of its common stock, $0.01 par value per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 262,500 shares of its common stock, $0.01 par value per share (the “Additional Shares”) if and to the extent that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Citigroup Global Markets Inc., as representatives of the offering (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, $0.01 par value per share, of the Company to be

Callodine Acquisition Corp25,000,000 Units Callodine Acquisition Corporation UNDERWRITING AGREEMENT (March 5th, 2021)
Heska CorpUnderwriting Agreement (March 5th, 2021)

Heska 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 representatives (the “Representatives”), an aggregate of 940,860 shares (the “Underwritten Shares”) of Public Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) and, at the option of the Underwriters, up to an additional 141,129 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 of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

Northern Star Investment Corp. IIINorthern Star Investment Corp. III 35,000,000 Units UNDERWRITING AGREEMENT (March 5th, 2021)

Northern Star Investment Corp. III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 35,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional Units to cover over-allotments (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 Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreemen

Coca Cola CoTHE COCA-COLA COMPANY UNDERWRITING AGREEMENT (March 5th, 2021)

The Coca-Cola Company, a Delaware 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”), certain of its debt securities (“Securities”), as identified and in an aggregate principal amount as indicated in Schedule I hereto. The Securities will be issued under an amended and restated indenture dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended (as such indenture may be further amended from time to time, the “Indenture”). 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.

Huarui International New Material LTDHUARUI INTERNATIONAL NEW MATERIAL LIMITED UNDERWRITING AGREEMENT (March 5th, 2021)
Agilent Technologies, Inc.AGILENT TECHNOLOGIES, INC. $850,000,000 2.300% Senior Notes due 2031 Underwriting Agreement (March 5th, 2021)
Design Therapeutics, Inc.Design Therapeutics, Inc. Common Stock Underwriting Agreement (March 5th, 2021)

Design Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares of the Company’s common stock, par value $0.0001 per share (“Stock,” and such shares, the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

Lloyds Banking Group PLCSENIOR DEBT UNDERWRITING AGREEMENT DATED: March 4, 2021 LLOYDS BANKING GROUP plc (March 5th, 2021)