Underwriting Agreement Sample Contracts

Interpace Diagnostics Group, Inc. Underwriting Agreement (June 21st, 2017)
Pacific Biosciences Of California – PACIFIC BIOSCIENCES OF CALIFORNIA, INC. 15,419,354 Shares of Common Stock (Par Value $0.001 Per Share) Underwriting Agreement (June 20th, 2017)
Validus Holdings, Ltd. – We Have Acted as Special New York Counsel to Validus Holdings, Ltd., a Bermuda Exempted Company (The "Company"), in Connection With the Public Offering of 10,000,000 Depositary Shares (The "Depositary Shares"), Representing an Aggregate of 10,000 Shares (The "Preference Shares") of the Company's 5.800% Non-Cumulative Preference Shares, Series B, Par Value U.S. $0.175 Per Share and U.S. $25,000 Liquidation Preference Per Share. The Preference Shares Are to Be Deposited With Computershare Inc. And Computershare Trust Company, N.A. ("Computershare Trust"), Acting Jointly as Depositary (Collective (June 20th, 2017)

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act (as defined below).

Agree Realty Corporation – Underwriting Agreement (June 19th, 2017)
Dova Pharmaceuticals, Inc. – Underwriting Agreement (June 19th, 2017)
Mersana Therapeutics, Inc. – Underwriting Agreement (June 16th, 2017)
Hilton Grand Vacations Inc. – Hilton Grand Vacations Inc. Common Stock, Par Value $0.01 Per Share Underwriting Agreement (June 16th, 2017)
Union Electric Company Senior Secured Debt Securities Underwriting Agreement (June 15th, 2017)

The terms and rights of any particular issuance of the Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Indenture dated as of August 15, 2002 (as it has been and as it may be supplemented or amended, including the terms of the Designated Securities to be set forth in an order of the Company thereunder, the Indenture) between the Company and The Bank of New York, now known as The Bank of New York Mellon, as trustee (the Trustee). The First Mortgage Bonds will be issued under and pursuant to the Companys Indenture of Mortgage and Deed of Trust, dated June 15, 1937, executed by the Company to The Bank of New York Mellon, as successor trustee (the Mortgage Trustee and, together with the Trustee, the Trustees), as heretofore amended and supplemented by various supplemental indentures, and as to be further amended and supplemented by a supplemental indenture relating to the particular series of First Mortgage Bonds specified in S

GPM Petroleum LP – [ ] Common Units GPM PETROLEUM LP UNDERWRITING AGREEMENT (June 14th, 2017)
Interpace Diagnostics Group, Inc. Underwriting Agreement (June 13th, 2017)
UBS Commercial Mortgage Trust 2017-C1 – UBS COMMERCIAL MORTGAGE TRUST 2017-C1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C1 UNDERWRITING AGREEMENT as of May 31, 2017 (June 12th, 2017)
Sysorex Global Holdings Corp. – Underwriting Agreement (June 12th, 2017)

The undersigned, Inpixon, a corporation formed under the laws of the State of Nevada (the "Company"), hereby confirms its agreement (this "Agreement") with Aegis Capital Corp. (hereinafter referred to as "you" (including its correlatives) or the "Underwriter") as follows:

USD Partners LP – 3,000,000 Common Units USD PARTNERS LP UNDERWRITING AGREEMENT (June 12th, 2017)
NGL ENERGY PARTNERS LP 9.00% Class B Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: June 6, 2017 (June 9th, 2017)
Co-Diagnostics, Inc. – UNDERWRITING AGREEMENT Among CO-DIAGNOSTICS, INC. And WALLACHBETH Capital, LLC and NETWORK 1 FINANCIAL SECURITIES, INC., as Representatives of the Several Underwriters CO-DIAGNOSTICS, INC. UNDERWRITING AGREEMENT (June 9th, 2017)
TPG Pace Holdings Corp. – 40,000,000 Units1 TPG Pace Holdings Corp. UNDERWRITING AGREEMENT (June 7th, 2017)
Healthcare Trust Of America I – Healthcare Trust of America Holdings, LP (A Delaware Limited Partnership) $400,000,000 2.950% Senior Notes Due 2022 $500,000,000 3.750% Senior Notes Due 2027 Fully and Unconditionally Guaranteed by Healthcare Trust of America, Inc. UNDERWRITING AGREEMENT (June 7th, 2017)
Kbl Merger Corp. Iv – UNDERWRITING AGREEMENT Between KBL MERGER CORP. IV and LADENBURG THALMANN & CO. INC., and FBR CAPITAL MARKETS & CO. Dated: June 1, 2017 10,000,000 Units KBL Merger Corp. IV UNDERWRITING AGREEMENT (June 7th, 2017)
DDR CORP. (An Ohio Corporation) Preferred Shares, Depositary Shares UNDERWRITING AGREEMENT BASIC PROVISIONS (June 5th, 2017)
______ Shares of Common Stock and ______ Warrants to Purchase Shares of Common Stock MYND ANALYTICS, INC. UNDERWRITING AGREEMENT (June 2nd, 2017)
8,421,053 Shares Savara Inc. UNDERWRITING AGREEMENT (June 2nd, 2017)
Celsion Corporation – ______________ Shares of Common Stock (Or Pre-Funded Warrants to Purchase Shares of Common Stock in Lieu Thereof) and Warrants to Purchase __________ Shares of Common Stock CELSION CORPORATION UNDERWRITING AGREEMENT (June 2nd, 2017)
Bison Capital Acquisition Corp – 5,000,000 Units BISON CAPITAL Acquisition Corp. UNDERWRITING AGREEMENT (May 31st, 2017)
Colony NorthStar, Inc. – COLONY NORTHSTAR, INC. (A Maryland Corporation) 12,000,000 Shares of 7.15% Series I Cumulative Redeemable Perpetual Preferred Stock Date: May 24, 2017 UNDERWRITING AGREEMENT (May 31st, 2017)
Kbl Merger Corp. Iv – UNDERWRITING AGREEMENT Between KBL MERGER CORP. IV and LADENBURG THALMANN & CO. INC., FBR CAPITAL MARKETS & CO., and I-Bankers SECURITIES INC. Dated: [______], 2017 10,000,000 Units KBL Merger Corp. IV UNDERWRITING AGREEMENT (May 30th, 2017)
Jin Jie – [__________] Shares of Common Stock and [__________] Warrants to Purchase Shares of Common Stock BLUE SPHERE CORPORATION UNDERWRITING AGREEMENT (May 30th, 2017)
The Coca-Cola Company Underwriting Agreement (May 25th, 2017)

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.

PUBLIC STORAGE 10,000,000 Depositary Shares Each Representing 1/1,000 of a 5.15% Cumulative Preferred Share of Beneficial Interest, Series F Liquidation Preference Equivalent to $25.00 Per Depositary Share UNDERWRITING AGREEMENT (May 24th, 2017)
3,300,000 Shares of Common Stock and 1,650,000 Warrants of Emagin Corporation Underwriting Agreement (May 24th, 2017)
Hunting Dog Capital Corp. – Underwriting Agreement (May 24th, 2017)

The undersigned, Hunting Dog Capital Corp., 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 Hunting Dog Capital Corp., 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:

Co-Diagnostics, Inc. – UNDERWRITING AGREEMENT Among CO-DIAGNOSTICS, INC. And WALLACHBETH Capital, LLC and NETWORK 1 FINANCIAL SECURITIES, INC., as Representatives of the Several Underwriters CO-DIAGNOSTICS, INC. UNDERWRITING AGREEMENT (May 24th, 2017)
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