Underwriting Agreement Sample Contracts

Schultze Special Purpose Acquisition Corp. – 13,000,000 Units Schultze Special Purpose Acquisition Corp. UNDERWRITING AGREEMENT (December 14th, 2018)
Gladstone Land Corporation – Gladstone Land Corporation UNDERWRITING AGREEMENT (December 13th, 2018)
15,000,000 Shares HCP, Inc. (A Maryland Corporation) Common Stock (Par Value $1.00 Per Share) UNDERWRITING AGREEMENT (December 13th, 2018)

HCP, Inc., a Maryland corporation (the Company), confirms its agreement with each of the Underwriters named in Schedule A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (the Representative), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 2,000,000 shares of Common Stock, par value $1.00 per share, of the Company (the Common Stock). The aforesaid 2,000,000 shares of Common Stock to be purchased by the Underwriters are collectively hereinafter called the Securities.

Nexeon Medsystems Inc – NEXEON MEDSYSTEMS INC. _________ Units Each Unit Consisting of One Share of Common Stock and Two Warrants to Purchase One Share of Common Stock Each UNDERWRITING AGREEMENT (December 13th, 2018)
Boxlight Corp – UNDERWRITING AGREEMENT Between BOXLIGHT CORPORATION and as Representative of the Several Underwriters UNDERWRITING AGREEMENT (December 13th, 2018)
Tonix Pharmaceuticals Holding Corp. – UNDERWRITING AGREEMENT Between TONIX PHARMACEUTICALS HOLDING CORP. And as Representative of the Several Underwriters TONIX PHARMACEUTICALS HOLDING CORP. UNDERWRITING AGREEMENT (December 11th, 2018)

The undersigned, Tonix Pharmaceuticals Holding Corp., a corporation formed under the laws of the State of Nevada (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 Tonix Pharmaceuticals Holding Corp., the "Company"), hereby confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (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:

CF Finance Acquisition Corp. – UNDERWRITING AGREEMENT Between CF FINANCE ACQUISITION CORP. And CANTOR FITZGERALD & CO. Dated: ____________, 2018 CF FINANCE ACQUISITION CORP. UNDERWRITING AGREEMENT (December 11th, 2018)

The undersigned, CF Finance Acquisition Corp., a Delaware corporation (the "Company"), hereby confirms its agreement with Cantor Fitzgerald & Co. ("Cantor" 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. To the extent there is only one Underwriter, the term Underwriters shall mean the Underwriter.

NGFC Equities, Inc. – [*] Shares American Resources Corporation Underwriting Agreement (December 11th, 2018)
Gores Metropoulos, Inc. – This Letter (This Letter Agreement) Is Being Delivered to You in Accordance With the Underwriting Agreement (The Underwriting Agreement) to Be Entered Into by and Between Gores Metropoulos, Inc., a Delaware Corporation (The Company), and Deutsche Bank Securities Inc. And Credit Suisse Securities (USA) LLC, as Representatives (The Representatives) of the Several Underwriters (Each, an Underwriter and Collectively, the Underwriters), Relating to an Underwritten Initial Public Offering (The Public Offering), of 43,125,000 of the Companys Units (Including Up to 5,625,000 Units That May Be Purchase (December 11th, 2018)
5,181,346 Shares of Series a Convertible Preferred Stock (Convertible Into 5,181,346 Shares of Common Stock), and 10,362,692 Warrants (Exercisable for 10,362,692 Shares of Common Stock) of Tenax Therapeutics, Inc. Underwriting Agreement (December 11th, 2018)

The undersigned, Tenax Therapeutics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Tenax Therapeutics, 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.

IMAC Holdings, Inc. – IMAC Holdings, Inc. UNDERWRITING AGREEMENT (December 10th, 2018)
Biocept, Inc. Underwriting Agreement (December 10th, 2018)
Chardan Healthcare Acquisition Corp. – 7,000,000 Units Chardan Healthcare Acquisition Corp. UNDERWRITING AGREEMENT (December 4th, 2018)
Tonix Pharmaceuticals Holding Corp. – UNDERWRITING AGREEMENT Between TONIX PHARMACEUTICALS HOLDING CORP. And as Representative of the Several Underwriters TONIX PHARMACEUTICALS HOLDING CORP. UNDERWRITING AGREEMENT (December 3rd, 2018)

The undersigned, Tonix Pharmaceuticals Holding Corp., a corporation formed under the laws of the State of Nevada (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 Tonix Pharmaceuticals Holding Corp., the "Company"), hereby confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (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:

Bank 2018-Bnk15 – BANK 2018-Bnk15 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-Bnk15 UNDERWRITING AGREEMENT as of November 16, 2018 (November 29th, 2018)
Global Net Lease, Inc. – GLOBAL NET LEASE, INC. UNDERWRITING AGREEMENT 4,000,000 Shares of Common Stock (November 28th, 2018)

Global Net Lease, Inc., a Maryland corporation (the "Company"), and Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), jointly and severally, confirm their agreement with BMO Capital Markets Corp. and UBS Securities LLC, acting as representatives (the "Representatives") of the Underwriters named in Schedule I hereto (the "Underwriters"), with respect to the issue and sale by the Company and the purchase by the Underwriters subject to the terms and conditions stated in this agreement (this "Agreement"), of an aggregate of 4,000,000 shares (the "Firm Shares") of the Company's common stock, $0.01 par value per share (the "Common Stock"). The Company has also agreed to grant to the Underwriters an option to purchase up to an additional 600,000 shares of Common Stock (the "Option Shares"). The Firm Shares and the Option Shares are hereinafter collectively referred to as the "Shares."

Synthorx, Inc. – [ * ] Shares Synthorx, Inc. UNDERWRITING AGREEMENT (November 27th, 2018)
Synthorx, Inc. – Each Member of the Board of Directors (The Board) Who Is Not Also Serving as an Employee of or Consultant to Synthorx, Inc. (The Company) or Any of Its Subsidiaries (Each Such Member, an Eligible Director) Will Receive the Compensation Described in This Non-Employee Director Compensation Policy for His or Her Board Service Upon and Following the Date of the Underwriting Agreement Between the Company and the Underwriters Managing the Initial Public Offering of the Companys Common Stock (The Common Stock), Pursuant to Which the Common Stock Is Priced in Such Initial Public Offering (The Effectiv (November 27th, 2018)
CF Finance Acquisition Corp. – Cf Finance Acquisition Corp. Underwriting Agreement (November 21st, 2018)
Boxwood Merger Corp. – 20,000,000 Units BOXWOOD MERGER CORP. Units, Each Consisting of One Share of Class a Common Stock, $0.0001 Par Value, and One Warrant UNDERWRITING AGREEMENT (November 21st, 2018)
Heat Biologics, Inc. Underwriting Agreement (November 21st, 2018)

As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 36th Floor New York, New York 10022

UNDERWRITING AGREEMENT Between Creative Realities, INC. And as Representative of the Several Underwriters Creative Realities, INC. UNDERWRITING AGREEMENT (November 20th, 2018)

The undersigned, Creative Realities, Inc., a corporation formed under the laws of the State of Minnesota (collectively, with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of Creative Realities, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (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:

Bear Newco, Inc. – 92,000,000 Shares BAKER HUGHES, a GE COMPANY CLASS a COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT (November 16th, 2018)

General Electric Company, a New York corporation (the "Selling Stockholder" or "GE"), proposes to sell to the several Underwriters named in Schedule II hereto (the "Underwriters") for whom Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as representatives (the "Representatives"), an aggregate of 92,000,000 shares (the "Firm Shares") of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of Baker Hughes, a GE company, a Delaware corporation (the "Company").

Boxwood Merger Corp. – 25,000,000 Units BOXWOOD MERGER CORP. Units, Each Consisting of One Share of Class a Common Stock, $0.0001 Par Value, and One Warrant UNDERWRITING AGREEMENT (November 15th, 2018)
Ameren Illinois Co – Ameren Illinois Company First Mortgage Bonds Underwriting Agreement (November 15th, 2018)
Envision Solar International, Inc. – Underwriting Agreement (November 14th, 2018)

The undersigned, Envision Solar International, Inc., a company incorporated under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Envision Solar International, 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 Maxim Group LLC 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.

Cleaner Yoga Mat, Inc. – Shares of Common Stock Series a Warrants to Purchase Up to Shares of Common Stock Series B Warrants to Purchase Up to Shares of Common Stock VALERITAS HOLDINGS, INC. UNDERWRITING AGREEMENT (November 14th, 2018)
Chase Bank Usa, National Association – 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) (November 14th, 2018)
ReWalk Robotics Ltd. – Rewalk Robotics Ltd. Underwriting Agreement (November 14th, 2018)

ReWalk Robotics Ltd., a company organized under the laws of the State of Israel (the "Company"), proposes to sell to H.C. Wainwright & Co., LLC, as representative (the "Representative") of the several underwriters named in Schedule I to this agreement (the "Agreement"), as the underwriters (the "Underwriters"), an aggregate of (a) [*] ordinary shares (the "Ordinary Shares"), par value NIS 0.01 per share, of the Company (the "Firm Shares"), (b) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of [*] Ordinary Shares at an exercise price of $0.01 per share and (c) warrants to purchase up to an aggregate of [*] Ordinary Shares (the "Firm Warrants" and, collectively with the Firm Shares and the Pre-Funded Warrants, the "Firm Securities"). The respective amounts of the Firm Securities 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 optio

American Brewing Company, Inc. – UNDERWRITING AGREEMENT Between NEW AGE BEVERAGES CORPORATION and ROTH CAPITAL PARTNERS, LLC and as Representatives of the Several Underwriters NEW AGE BEVERAGES CORPORATION UNDERWRITING AGREEMENT (November 13th, 2018)
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) (November 13th, 2018)
TUCSON ELECTRIC POWER COMPANY (An Arizona Corporation) [*]% Senior Notes Due [*] UNDERWRITING AGREEMENT (November 8th, 2018)
Symetra Life Insurance Co – Underwriting Agreement (October 31st, 2018)

THIS AGREEMENT, is entered into on this [DAY] day of [MONTH], [YEAR] ("Effective Date") [NOTE: THIS SHOULD BE THE EFFECTIVE DATE OF REGISTRATION STATEMENT], by and among SYMETRA LIFE INSURANCE COMPANY ("Symetra Life"), a life insurance company organized under the laws of the State of Iowa, and SYMETRA SECURITIES, INC. ("Underwriter"), a corporation organized under the laws of the State of Washington.

Eton Pharmaceuticals, Inc. – Eton Pharmaceuticals, Inc. Underwriting Agreement (October 31st, 2018)
Alberton Acquisition Corp – 10,000,000 Units Alberton Acquisition Corporation UNDERWRITING AGREEMENT (October 29th, 2018)