Underwriting Agreement Sample Contracts

Benefitfocus,Inc. – Benefitfocus, Inc. Common Stock, par value $0.001 per share Underwriting Agreement (March 1st, 2019)
Ultragenyx Pharmaceutical Inc. – ULTRAGENYX PHARMACEUTICAL INC. 5,072,464 Shares of Common Stock Underwriting Agreement (March 1st, 2019)
Stanley Black & Decker, Inc. – STANLEY BLACK & DECKER, INC. $500,000,000 3.400% Notes Due 2026 Underwriting Agreement (March 1st, 2019)
Aptiv PLC – APTIV PLC $300,000,000 4.350% Senior Notes due 2029 $350,000,000 5.400% Senior Notes due 2049 Underwriting Agreement (March 1st, 2019)
Rockwell Automation Inc – Rockwell Automation, Inc. $425,000,000 3.500% Notes due 2029 $575,000,000 4.200% Notes due 2049 Underwriting Agreement (March 1st, 2019)
Verisk Analytics, Inc. – Verisk Analytics, Inc. (a Delaware corporation) 4.125% Senior Notes due 2029 UNDERWRITING AGREEMENT (March 1st, 2019)
AGNC Investment Corp. – UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 9,000,000 Depositary Shares Each Representing 1/1,000th of a share of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share) (March 1st, 2019)
Alder Biopharmaceuticals Inc – ALDER BIOPHARMACEUTICALS, INC. 11,304,348 Shares of Common Stock Underwriting Agreement (March 1st, 2019)
Danaher Corp /De/ – DANAHER CORPORATION 11,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (March 1st, 2019)
Public Storage – PUBLIC STORAGE 11,400,000 Depositary Shares Each Representing 1/1,000 of a 5.60% Cumulative Preferred Share of Beneficial Interest, Series H Liquidation Preference Equivalent to $25.00 Per Depositary Share UNDERWRITING AGREEMENT (March 1st, 2019)
Viper Energy Partners LP – VIPER ENERGY PARTNERS LP 9,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (March 1st, 2019)
Selective Insurance Group Inc – SELECTIVE INSURANCE GROUP, INC. (a New Jersey corporation) Senior Notes due 2049 UNDERWRITING AGREEMENT (March 1st, 2019)
QualityTech, LP – CLASS A COMMON STOCK $0.01 PAR VALUE PER SHARE QTS REALTY TRUST, INC. UNDERWRITING AGREEMENT (March 1st, 2019)
Danaher Corp /De/ – DANAHER CORPORATION 1,500,000 Shares of 4.75% Mandatory Convertible Preferred Stock, Series A UNDERWRITING AGREEMENT (March 1st, 2019)
Hunt J B Transport Services Inc – $700,000,000 3.875% Senior Notes due 2026 UNDERWRITING AGREEMENT (March 1st, 2019)
Skyline Champion Corp – Skyline Champion Corporation 10,750,202 Shares Common Stock ($0.0277 par value) Underwriting Agreement (March 1st, 2019)
New York Mortgage Trust Inc – NEW YORK MORTGAGE TRUST, INC. 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (March 1st, 2019)

New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), proposes to issue and sell, subject to the conditions hereinafter stated, to the several Underwriters  named in Schedule I attached hereto (the “Underwriters”) an aggregate of 15,000,000 shares (the “Firm Securities”) of its common stock, $0.01 par value per share (“Common Stock”), pursuant to and in accordance with the terms and conditions of this underwriting agreement (this “Agreement”) in connection with the public offering (the “Offering”) and sale of such Firm Securities.

Arizona Public Service Co – UNDERWRITING AGREEMENT (February 28th, 2019)
JPMCC Commercial Mortgage Securities Trust 2019-Cor4 – $662,812,000 (approximate) JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2019-COR4 Commercial Mortgage Pass-Through Certificates, 2019-COR4 Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates Underwriting Agreement (February 28th, 2019)

J.P. Morgan Securities LLC As Representative of the several Underwriters listed on Schedule I hereto J.P. Morgan Securities LLC 383 Madison Avenue, 8th Floor New York, New York 10179 Jefferies LLC 520 Madison Avenue New York, New York, 10022

Coca Cola Co – THE COCA-COLA COMPANY UNDERWRITING AGREEMENT (February 28th, 2019)

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.

Stifel Financial Corp – STIFEL FINANCIAL CORP. (a Delaware corporation) 6,000,000 Depositary Shares, each representing a 1/1000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series B UNDERWRITING AGREEMENT (February 27th, 2019)

Stifel Financial Corp., a Delaware corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. (“KBW”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW, Morgan Stanley & Co. LLC (“Morgan Stanley”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets 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 6,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series B (the “Preferred Stock”) of the Company (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described

Csx Corp – CSX CORPORATION $600,000,000 4.250% Notes due 2029 $400,000,000 4.500% Notes due 2049 UNDERWRITING AGREEMENT Dated: February 21, 2019 (February 27th, 2019)
Highwoods Realty Ltd Partnership – HIGHWOODS REALTY LIMITED PARTNERSHIP 4.20% NOTES DUE 2029 UNDERWRITING AGREEMENT February 26, 2019 (February 27th, 2019)
Mid-America Apartments, L.P. – MID-AMERICA APARTMENTS, L.P. $300,000,000 3.950% Senior Notes due 2029 Underwriting Agreement (February 27th, 2019)
Air Lease Corp – AIR LEASE CORPORATION 10,000,000 shares of 6.150% Fixed-to-Floating Rate Non- Cumulative Perpetual Preferred Stock, Series A ($0.01 per value per share, liquidation preference $25.00 per share) Underwriting Agreement (February 27th, 2019)
GS Mortgage Securities Trust 2019-Gc38 – GS MORTGAGE SECURITIES CORPORATION II GS MORTGAGE SECURITIES TRUST 2019-GC38 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-GC38 Underwriting Agreement Dated as of February 13, 2019 (February 27th, 2019)

GS Mortgage Securities Corporation II, a Delaware corporation (the “Company”), proposes to cause to be issued its GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 (the “Certificates”), consisting of 19 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 A-S, Class B, Class C, Class D, Class X-D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class I-RR, Class S and Class R Certificates under a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of February 1, 2019, among the Company, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), Wilmington Tru

Sage Therapeutics, Inc. – SAGE THERAPEUTICS, INC. 3,333,334 Shares of Common Stock Underwriting Agreement (this “Agreement”) (February 27th, 2019)
Rpm International Inc/De/ – RPM INTERNATIONAL INC. $350,000,000 4.550% Notes due 2029 UNDERWRITING AGREEMENT February 25, 2019 Merrill Lynch, Pierce, Fenner & Smith Incorporated Santander Investment Securities Inc. Wells Fargo Securities, LLC (February 27th, 2019)
Regency Centers Corp – Regency Centers, L.P. 4.650% Notes due 2049 Guaranteed by Regency Centers Corporation Underwriting Agreement (February 27th, 2019)
Whirlpool Corp /De/ – $700,000,000 4.750% Senior Notes due 2029 WHIRLPOOL CORPORATION Underwriting Agreement (February 26th, 2019)
Tuscan Holdings Corp. – TUSCAN HOLDINGS CORP. UNDERWRITING AGREEMENT (February 26th, 2019)
Hudson Pacific Properties, L.P. – HUDSON PACIFIC PROPERTIES, L.P., AS ISSUER HUDSON PACIFIC PROPERTIES, INC., AS GUARANTOR 4.650% Senior Notes due 2029 UNDERWRITING AGREEMENT (February 26th, 2019)
Adial Pharmaceuticals, Inc. – 2,475,000 SHARES of Common Stock and 1,856,250 Warrants (exercisable for 1,856,250 Shares) of ADIAL PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT (February 26th, 2019)
Acamar Partners Acquisition Corp. – Underwriting Agreement (February 26th, 2019)
Insurance Acquisition Corp. – UNDERWRITING AGREEMENT between INSURANCE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [_______], 2019 INSURANCE ACQUISITION CORP. UNDERWRITING AGREEMENT (February 25th, 2019)

The undersigned, Insurance 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,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows: