Underwriting Agreement Sample Contracts

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)
Uranium Energy – 17,330,836 Shares of Common Stock and 8,665,418 Warrants of Uranium Energy Corp. Underwriting Agreement (January 17th, 2017)

Haywood Securities Inc. As a Representative of the Several underwriters, if any, named in Schedule I hereto Suite 700, 200 Burrard St. Vancouver, BC, Canada V6C 3L6

Kimbell Royalty Partners, LP – Kimbell Royalty Partners, LP [ ] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (January 17th, 2017)
Shares of Common Stock, Shares of Series a Convertible Preferred Stock (Convertible Into Shares of Common Stock) and Warrants (Exercisable for Shares of Common Stock) of Enteromedics Inc. Underwriting Agreement (January 11th, 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.

Akers Biosciences Inc – Underwriting Agreement (January 10th, 2017)

The undersigned, Akers Biosciences, Inc., a corporation formed under the laws of the State of New Jersey (collectively, with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of Akers 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:

Skyline Medical Inc. – UNDERWRITING AGREEMENT Between SKYLINE MEDICAL INC. And DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters SKYLINE MEDICAL INC. UNDERWRITING AGREEMENT (January 10th, 2017)

The undersigned, Skyline Medical Inc., a corporation formed under the laws of the State of Delaware (the "Company"), hereby confirms its agreement (this "Agreement") with Dawson James Securities, Inc. (the "Representative") and with the other underwriters named on Schedule 1 hereto, if any, 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:

Gores Holdings II, Inc. – 37,500,000 Units Gores Holdings II, Inc. UNDERWRITING AGREEMENT (January 9th, 2017)
Mirati Therapeutics Inc. – 4,350,176 Shares of Common Stock and Pre-Funded Warrants to Purchase 7,258,263 Shares of Common Stock MIRATI THERAPEUTICS, INC. UNDERWRITING AGREEMENT (January 6th, 2017)

Introductory. Mirati Therapeutics, Inc., a Delaware corporation (the Company), proposes to issue and sell to the several underwriters named in Schedule A (the Underwriters) (i) an aggregate of 4,350,176 shares (the Firm Shares) of its common stock, par value $0.001 per share (the Common Stock) and (ii) warrants of the Company to purchase 7,258,263 shares of Common Stock at an exercise price equal to $0.001 per share (the Pre-Funded Warrants). The 4,350,176 Firm Shares and the 7,258,263 Pre-Funded Warrants to be sold by the Company are collectively referred to as the Firm Securities. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 652,526 shares of Common Stock as provided in Section 2. The additional 652,526 shares of Common Stock to be sold by the Company pursuant to such option are collectively called the Optional Shares. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively call

Gores Holdings II, Inc. – 37,500,000 Units Gores Holdings II, Inc. UNDERWRITING AGREEMENT (January 3rd, 2017)
Jounce Therapeutics, Inc. – Underwriting Agreement (December 30th, 2016)
Underwriting Agreement (December 23rd, 2016)

The undersigned, Rennova Health, 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 Rennova Health, 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:

Fintech Acquisition Corp. II – UNDERWRITING AGREEMENT Between FINTECH ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: [________], 2017 FINTECH ACQUISITION CORP. II UNDERWRITING AGREEMENT (December 23rd, 2016)
Long Island Iced Tea Corp. – Long Island Iced Tea Corp. Underwriting Agreement (December 21st, 2016)
United Bankshares, Inc. – United Bankshares, Inc. (A West Virginia Corporation) 4,330,000 Shares of Common Stock, $2.50 Par Value UNDERWRITING AGREEMENT (December 21st, 2016)
UnitedHealth Group Incorporated Debt Securities Underwriting Agreement (December 20th, 2016)
Kirin International Holding, Inc. – Yangtze River Development Limited Underwriting Agreement (December 20th, 2016)
OM Asset Management plc – Underwriting Agreement (December 19th, 2016)
RXi Pharmaceuticals Corp – 2,131,111 SHARES OF COMMON STOCK, 8,082 SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 8,980,000 SHARES OF COMMON STOCK) AND WARRANTS (EXERCISABLE FOR 11,111,111 SHARES OF COMMON STOCK) OF RXi PHARMACEUTICALS CORPORATION UNDERWRITING AGREEMENT (December 19th, 2016)

The undersigned, RXi Pharmaceuticals Corporation, 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 RXi Pharmaceuticals Corporation, 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.

Milestone Scientific – 2,000,000 Shares of Common Stock and 1,500,000 Warrants MILESTONE SCIENTIFIC INC. UNDERWRITING AGREEMENT (December 16th, 2016)
Underwriting Agreement (December 15th, 2016)

The undersigned, Rennova Health, 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 Rennova Health, 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:

RXi Pharmaceuticals Corp – SHARES OF COMMON STOCK, SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO SHARES OF COMMON STOCK) AND WARRANTS (EXERCISABLE FOR SHARES OF COMMON STOCK) OF RXi PHARMACEUTICALS CORPORATION UNDERWRITING AGREEMENT (December 14th, 2016)

The undersigned, RXi Pharmaceuticals Corporation, 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 RXi Pharmaceuticals Corporation, 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.

Valley National Bancorp (A New Jersey Corporation) 8,400,000 Shares of Common Stock, No Par Value UNDERWRITING AGREEMENT (December 13th, 2016)
Medical Transcription Billing, Corp – Underwriting Agreement (December 12th, 2016)
Enservco Corporation – ENSERVCO CORPORATION Common Stock, Par Value $0.005 Per Share Underwriting Agreement (December 7th, 2016)
$250,000,000.000 2.530% Senior Notes Due 2021 $500,000,000.000 3.130% Senior Notes Due 2023 $400,000,000.000 3.430% Senior Notes Due 2027 $400,000,000.000 4.420% Senior Notes Due 2046 Underwriting Agreement (December 6th, 2016)

Dr Pepper Snapple Group, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule II hereto (the "Underwriters"), for whom you are acting as managers (the "Managers"), $250,000,000 aggregate principal amount of its 2.530% Senior Notes due 2021 (the "2021 Notes"), $500,000,000 aggregate principal amount of its 3.130% Senior Notes due 2023 (the "2023 Notes"), $400,000,000 aggregate principal amount of its 3.430%Senior Notes due 2027 (the "2027 Notes") and $400,000,000 aggregate principal amount of its 4.420% Senior Notes due 2046 (the "2046 Notes" and, together with the 2021 Notes, the 2023 Notes and the 2027 Notes, the "Securities"), to be issued under an indenture (the "Base Indenture"), dated as of December 15, 2009, between the Company and Wells

Brooklyn Cheesecake & Dessrt – UNDERWRITING AGREEMENT Between MERIDIAN WASTE SOLUTIONS, INC. And JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters MERIDIAN WASTE SOLUTIONS, INC. (December 5th, 2016)
Underwriting Agreement (December 2nd, 2016)
RXi Pharmaceuticals Corp – SHARES OF COMMON STOCK, SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO SHARES OF COMMON STOCK) AND WARRANTS (EXERCISABLE FOR SHARES OF COMMON STOCK) OF RXi PHARMACEUTICALS CORPORATION UNDERWRITING AGREEMENT (November 30th, 2016)

The undersigned, RXi Pharmaceuticals Corporation, 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 RXi Pharmaceuticals Corporation, 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.

UNDERWRITING AGREEMENT Between NANOFLEX POWER CORPORATION and AEGIS CAPITAL CORP., as Representative of the Several Underwriters UNDERWRITING AGREEMENT (November 30th, 2016)

Aegis Capital Corp. As Representative of the several Underwriters named on Schedule 1 attached hereto 810 Seventh Avenue, 18th Floor New York, New York 10019

20,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series H of Capital One Financial Corporation Underwriting Agreement (November 29th, 2016)
Bridge Bancorp, Inc. – Bridge Bancorp, Inc. 1,613,000 Shares of Common Stock $0.01 Par Value Per Share Underwriting Agreement (November 28th, 2016)

Bridge Bancorp, Inc., a New York corporation (the "Company"), the holding company for The Bridgehampton National Bank (the "Bank"), confirms its agreement with Sandler O'Neill + 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 1,613,000 shares of the Company's common stock, par value $0.01 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 241,950 additional shares of the Company's common stock (the "Option Shares" and, together with the Initial Shares, the "Shares").

Sterling Bancorp – 3,800,000 Shares Sterling Bancorp UNDERWRITING AGREEMENT (November 22nd, 2016)

Introductory. Sterling Bancorp, a Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters" or "you") an aggregate of 3,800,000 shares of its common stock, par value $0.01 per share (the "Shares"). The Shares to be sold by the Company are called the "Firm Shares." In addition, the Company has granted to the Underwriters an option to purchase up to an additional 570,000 Shares as provided in Section 2. The additional 570,000 Shares to be sold by the Company pursuant to such option are collectively called 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." Credit Suisse Securities (USA) LLC ("Credit Suisse") and UBS Securities LLC ("UBS") have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Offered Shares. To

Thompson Designs – 31,489,429 Shares of Common Stock 1,515 Shares of Series a Convertible Preferred Stock (Convertible Into 4,328,571 Shares of Common Stock) Warrants to Purchase 26,863,501 Shares of Common Stock BIOPHARMX CORPORATION UNDERWRITING AGREEMENT (November 22nd, 2016)
Cellectar Biosciences, Inc. – Underwriting Agreement (November 18th, 2016)

The undersigned, CELLECTAR BIOSCIENCES, 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 Cellectar Biosciences, 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.