Underwriting Agreement Sample Contracts
CITIGROUP COMMERCIAL MORTGAGE TRUST 2008-C7 $1,623,294,000 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2008-C7 CLASS A-1, CLASS A-2A, CLASS A-2B, CLASS A-3, CLASS A-SB, CLASS A-4, CLASS A-1A, CLASS A-M, CLASS A-MA, CLASS A-J AND CLASS A-JA...Underwriting Agreement • May 12th, 2008 • Citigroup Commercial Mortgage Trust 2008-C7 • Asset-backed securities • New York
Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o Global Commercial Real Estate 4 World Financial Center, 16th Floor 250 Vesey Street New York, New York 10080 Attention: David M. Rodgers
Exhibit 4.1 THE KANSAS CITY SOUTHERN RAILWAY COMPANY 8.0% Senior Notes due 2015 UNDERWRITING AGREEMENT May 27, 2008Underwriting Agreement • June 2nd, 2008 • Kansas City Southern • Railroads, line-haul operating • New York
Exhibit 1.1 14,375,000 Units TAILWIND FINANCIAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
20,000,000 Units Jena Acquisition Corporation II UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2025 • JENA ACQUISITION Corp II • Blank checks • New York
UNDERWRITING AGREEMENT between INTENSITY THERAPEUTICS, INC. and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • June 13th, 2025 • Intensity Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Intensity Therapeutics, 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 Intensity Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity 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:
Exhibit e (vi) USAA Investment Management Company 9800 Fredericksburg Road San Antonio, TX 78288 Gentlemen: Pursuant to paragraph 12 of the Underwriting Agreement dated as of June 25, 1993, as amended, between USAA Mutual Funds Trust (the Trust),...Underwriting Agreement • November 17th, 2009 • Usaa Mutual Funds Trust
Pursuant to paragraph 12 of the Underwriting Agreement dated as of June 25, 1993, as amended, between USAA Mutual Funds Trust (the Trust), formerly known as USAA State Tax-Free Trust, and USAA Investment Management Company (the Underwriter), please be advised that the Trust has established one new series of its shares (New Fund) as set forth below:
Execution Copy -------------- BANC OF AMERICA FUNDING CORPORATION $436,364,100 (Approximate) Mortgage Pass-Through Certificates, Series 2007-6 July 31, 2007 UNDERWRITING AGREEMENT Banc of America Securities LLC 214 North Tryon Street Charlotte, North...Underwriting Agreement • August 15th, 2007 • Banc of America Funding 2007-6 Trust • Asset-backed securities • New York
NMP ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2025 • NMP Acquisition Corp. • Blank checks • New York
NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
Caris Life Sciences, Inc. (a Texas corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2025 • Caris Life Sciences, Inc. • Services-medical laboratories • New York
Eos Energy Enterprises, Inc. 18,750,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 2nd, 2025 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Substantially concurrently with the offer and sale to the Underwriters of the Underwritten Shares, the Company. will offer and sell (the “Concurrent Offering”) to certain initial purchasers $225,000,000 (or up to $250,000,000 if the initial purchasers’ option is exercised) aggregate principal amount of its 6.75% Convertible Senior Notes due 2030 (the “Notes”) pursuant to the terms of a separate purchase agreement dated as of the date hereof (the “Notes Purchase Agreement”).
EXHIBIT 1.1 4,761,905 SHARES OF COMMON STOCK AND 4,761,905 WARRANTS OF CEL-SCI CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2013 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 1.1 8,800,000 SHARES OF COMMON STOCK AND 2,200,000 WARRANTS TO PURCHASE COMMON STOCK OF CEL-SCI CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2014 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 1.1 17,826,087 SHARES OF COMMON STOCK AND 17,826,087 WARRANTS OF CEL- SCI CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2013 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
39,200,000 Shares of Common Stock Pre-Funded Warrants to purchase 10,800,000 Shares Warrants to Purchase 50,000,000 Shares of Common Stock (or Pre-Funded Warrants in lieu thereof) CABALETTA BIO, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2025 • Cabaletta Bio, Inc. • Biological products, (no disgnostic substances) • New York
Data Knights Acquisition Corp. Trident Court, 1 Oakcroft Road Chessington, Surrey KT9 1BD United Kingdom Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 7th, 2024 • OneMedNet Corp • Services-commercial physical & biological research
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 Data Knights Acquisition Corp., a Delaware corporation (the “Company”) and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each redeemable warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
EXHIBIT 1.1 [-] AMERICAN DEPOSITARY SHARES EACH REPRESENTING ONE ORDINARY SHARE, PAR VALUE US$0.001 PER ORDINARY SHARE E-HOUSE (CHINA) HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2008 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
2,400,000 SHARES FIRST TRUST ENERGY INCOME AND GROWTH FUND COMMON SHARES OF BENEFICIAL INTEREST (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENT July 26, 2012Underwriting Agreement • July 26th, 2012 • First Trust Energy Income & Growth Fund • New York
November 19, 2010 RBC Capital Markets, LLC BB&T Capital Markets, a division of Scott & Stringfellow, LLC Janney Montgomery Scott LLC Ladenburg Thalmann & Co. Inc. Maxim Group LLC Oppenheimer & Co. Inc. Wedbush Securities Inc. Wunderlich Securities,...Underwriting Agreement • November 19th, 2010 • Energy Income & Growth Fund • New York
●] Shares VOYAGER TECHNOLOGIES, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2025 • Voyager Technologies, Inc./De • Guided missiles & space vehicles & parts • New York
RALPH LAUREN CORPORATION $500,000,000 5.000% Senior Notes due 2032 Underwriting AgreementUnderwriting Agreement • June 5th, 2025 • Ralph Lauren Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
BofA Securities, Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC As Representatives of the several Underwriters
Kodiak Gas Services, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • November 18th, 2024 • Kodiak Gas Services, Inc. • Natural gas transmission
The stockholder named in Schedule II hereto (the “Selling Stockholder”) of Kodiak Gas Services, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,708,885 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 856,332 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Perceptive Capital Solutions Corp 51 Astor Place, 10th Floor New York, New York 10003Underwriting Agreement • May 21st, 2024 • Perceptive Capital Solutions Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Perceptive Capital Solutions Corp, a Cayman Islands exempted company (the “Company”) and Jefferies LLC, as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 8,625,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 1,125,000 Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase additional Ordinary Shares). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
ATA INC. (an exempted company limited by shares under the laws of the Cayman Islands)Underwriting Agreement • January 28th, 2008 • ATA Inc. • Services-educational services • New York
Exhibit 99.11 TRANSATLANTIC HOLDINGS, INC. XXXXXX SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2010 • American International Group Inc • Fire, marine & casualty insurance • New York
Oklo Inc. Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • June 16th, 2025 • Oklo Inc. • Electric services
Oklo 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 6,666,667 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,000,000 additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.0001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND __________ Common Shares of Beneficial Interest $20.00 per Share UNDERWRITING AGREEMENT Dated: [ ], 2015Underwriting Agreement • September 23rd, 2015 • First Trust Dynamic Europe Equity Income Fund • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2025 • GATES GROUP Inc. • Real estate • New York
The undersigned, Gates Group Inc., a joint stock corporation organized under the laws of Japan (the “Company”), hereby confirms its agreement (this “Agreement”) with ________________ (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 to the several underwriters (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
UNDERWRITING AGREEMENT between ORIGIN INVESTMENT CORP I and THINKEQUITY LLC as Representative of the Several Underwriters Dated: [●], 2025 ORIGIN INVESTMENT CORP I UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2025 • Origin Investment Corp I • Blank checks • New York
The undersigned, Origin Investment Corp I, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with ThinkEquity 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:
SHARESUnderwriting Agreement • June 15th, 2006 • Copa Holdings, S.A. • Air transportation, scheduled • New York
1,366,668 Shares of Common Stock and 8,233,332 Pre-Funded Warrants to Purchase 8,233,332 Shares of Common Stock of AYTU BIOPHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2025 • Aytu Biopharma, Inc • Pharmaceutical preparations • New York
PRE-FUNDED WARRANTS EXERCISABLE INTO [___] SHARES OF COMMON STOCK, SERIES A WARRANTS EXERCISABLE INTO [___] SHARES OF COMMON STOCK AND SERIES B WARRANTS EXERCISABLE INTO [___] SHARES OF COMMON STOCK OF NUWELLIS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2025 • Nuwellis, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Nuwellis, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being a subsidiary of Nuwellis, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (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.
Exhibit 1 $300,000,000 Series 2008A 6.125% Senior Notes due May 15, 2038Underwriting Agreement • May 14th, 2008 • Alabama Power Co • Electric services • New York
ENERGY INCOME AND GROWTH FUND 1,700,000 Common Shares of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • April 30th, 2010 • Energy Income & Growth Fund • New York
EXECUTION VERSION MERRILL LYNCH MORTGAGE TRUST 2008-C1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2008-C1 UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2008 • MLMT 2008-C1 • Asset-backed securities • New York
Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representative of the several Underwriters listed on Schedule I hereto c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center 250 Vesey Street, 16th Floor New York, New York 10080
500,000,000 4.50% First and Refunding Mortgage Bonds, Series 2010B, Due 2040Underwriting Agreement • August 27th, 2010 • Southern California Edison Co • Electric services • New York