12,500,000 Shares Invitation Homes Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • September 28th, 2021 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York
440 SharesEquity Underwriting Agreement • September 13th, 2005 • RMR Hospitality & Real Estate Fund • New York
15,000,000 Shares Agile Therapeutics, Inc. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • February 21st, 2020 • Agile Therapeutics Inc • Pharmaceutical preparations • New York
Exhibit 1.1 6,000,000 Shares GLIMCHER REALTY TRUST 8 1/8% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest ($ .01 Par Value, $25.00 Liquidation Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • January 23rd, 2004 • Glimcher Realty Trust • Real estate investment trusts • Maryland
Shares Invitation Homes Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • January 23rd, 2017 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York
Invitation Homes Inc., a Delaware corporation that will be converted (the “Conversion”) to a Maryland corporation prior to the Closing Date (as defined herein) (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [__________] shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to [__________] additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.”
• Shares The Sportsman’s Guide, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 12th, 2005 • Sportsmans Guide Inc • Retail-catalog & mail-order houses • New York
RBC Capital Markets Corporation Roth Capital Partners, LLC As the Representatives of the several underwriters named in Schedule I hereto c/o RBC Capital Markets One Liberty Plaza, 165 Broadway New York, NY 10006-1404
Common StockEquity Underwriting Agreement • November 13th, 2006 • Color Kinetics Inc • Electric lighting & wiring equipment • New York
2,604,167 Shares Sarepta Therapeutics, Inc. Common Stock ($0.0001 par value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • March 7th, 2019 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations • New York
●] Shares Ichor Holdings, Ltd. Ordinary Shares ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • August 1st, 2017 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of Ichor Holdings, Ltd., a Cayman Islands exempt limited company (the “Company”), propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of [●] shares (the “Firm Shares”) of the Company’s ordinary shares, $0.0001 par value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names on Schedule II hereto. The Selling Shareholders also propose to sell at the Underwriters’ option an aggregate of up to [●] additional shares of the Company’s Ordinary Shares (the “Option Shares”) as set forth below.
SharesEquity Underwriting Agreement • April 27th, 2007 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • New York
11,987,453 Shares Advanced Disposal Services, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 10th, 2018 • Advanced Disposal Services, Inc. • Refuse systems • New York
Armstrong World Industries, Inc. Equity Underwriting Agreement Standard ProvisionsEquity Underwriting Agreement • February 27th, 2012 • Armstrong World Industries Inc • Plastics products, nec • New York
From time to time, Armstrong World Industries, Inc., a Pennsylvania corporation (the “Company”), may enter into one or more underwriting agreements in the Form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) and that provide for the sale of the number of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I to the Underwriting Agreement (the “Underwritten Securities”) to the several Underwriters (the “Underwriters”) named in the Underwriting Agreement, for whom the Underwriters named therein shall act as representatives (the “Representatives”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I to the Underwriting Agreement to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underw
Common StockEquity Underwriting Agreement • December 15th, 2004 • Wintrust Financial Corp • State commercial banks • New York
57,600,000 Shares Invitation Homes Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 26th, 2019 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York
14,500,000 Shares Invitation Homes Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 4th, 2020 • Invitation Homes Inc. • Real estate operators (no developers) & lessors • New York
12,500,000 Shares Independence Realty Trust, Inc. Common Stock ($0.01 Par Value Per Share) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • September 12th, 2017 • Independence Realty Trust, Inc. • Real estate investment trusts • New York
Independence Realty Trust, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (in such capacity, the “Representative”), 12,500,000 shares (the “Firm Shares”) of its common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company also proposes to issue and sell to the several Underwriters, at the Underwriters’ option, an aggregate of up to 1,875,000 additional shares of Common Stock on the terms set forth in Section 2 hereof (the “Option Shares”). The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.”
] Shares Ichor Holdings, Ltd. Ordinary Shares ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 24th, 2017 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of Ichor Holdings, Ltd., a Cayman Islands exempt limited company (the “Company”), propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of [ ] shares (the “Firm Shares”) of the Company’s ordinary shares, $0.0001 par value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names on Schedule II hereto. The Selling Shareholders also propose to sell at the Underwriters’ option an aggregate of up to [ ] additional shares of the Company’s Ordinary Shares (the “Option Shares”) as set forth below.
6,000,000 Shares Matador Resources Company Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 9th, 2016 • Matador Resources Co • Crude petroleum & natural gas • New York
restrictions contained in this agreement, (v) transfer Securities to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; provided, however, that in any such case described in clauses (i) through (v) it shall be a pre-condition to such transfer that the transferee or donee executes and delivers to the Representative a lock-up agreement in form and substance satisfactory to the Underwriters and (vi) transfer Securities pursuant to the terms of any pledge or collateral agreement existing on the date hereof.
3,333,333 Shares of Common Stock ($0.001 Par Value) Pre-Funded Warrants to Purchase Up to 11,666,667 Shares of Common Stock Warrants to Purchase Up to 15,000,000 Shares of Common Stock SCYNEXIS, Inc. Common Stock EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 22nd, 2022 • Scynexis Inc • Pharmaceutical preparations • New York
SCYNEXIS, Inc., a Delaware corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom Guggenheim Securities, LLC is acting as representative (“you” or the “Representative”) an aggregate of (i) 3,333,333 shares (the “Shares”) of the Issuer’s common stock, $0.001 par value (the “Common Stock”), (ii) pre-funded warrants to purchase up to an aggregate of 11,666,667 shares of Common Stock at an exercise price of $0.001 per share (the “Pre-Funded Warrants”) and (iii) warrants, each of which can be exercised to purchase one share of Common Stock and, in the aggregate, to purchase up to 15,000,000 shares of Common Stock (the “Warrants,” and together with the Shares and the Pre-Funded Warrants, the “Underwritten Securities”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, up to an additional (i) 2,250,000 shares of Common Stock (the “Option Shares”) and/or
2,750,000 Shares URSTADT BIDDLE PROPERTIES INC. Class A Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • July 26th, 2016 • Urstadt Biddle Properties Inc • Real estate investment trusts • New York
Urstadt Biddle Properties Inc., a Maryland corporation (the “Company”), proposes to sell to Deutsche Bank Securities Inc. (the “Underwriter”) 2,750,000 shares (the “Firm Shares”) of the Company’s Class A common stock, $0.01 par value per share (the “Common Stock”). The Company also proposes to sell at the Underwriter’s option an aggregate of up to 412,500 additional shares of the Company’s Common Stock (the “Option Shares,” and together with the Firm Shares, the “Shares”) as set forth below.
8,000,000 Shares Tangoe, Inc. Common Stock ($0.0001 Par Value Per Share) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • March 23rd, 2012 • Tangoe Inc • Services-prepackaged software • New York
Common StockEquity Underwriting Agreement • May 12th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
10,000,000 Class A Common Shares Orient-Express Hotels Ltd. EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 9th, 2010 • Orient Express Hotels LTD • Hotels & motels • New York
Orient-Express Hotels Ltd., a Bermuda company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 10,000,000 class A common shares (the “Firm Shares”) of the Company, $0.01 par value (the “Class A Common Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,500,000 additional Class A Common Shares (the “Option Shares”) as set forth below.
13,333,334 Shares Matador Resources Company Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • February 7th, 2012 • Matador Resources Co • Crude petroleum & natural gas • New York
Matador Resources Company, a Texas corporation (the “Issuer”), and certain shareholders of the Issuer (the “Selling Shareholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 13,333,334 shares (the “Firm Securities”) of the Issuer’s common stock, $0.01 par value (the “Common Stock”), of which 11,666,667 shares will be sold by the Issuer and 1,666,667 shares will be sold by the Selling Shareholders listed on Schedules II and III. The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names in Schedules II and III hereto. Schedule III hereto sets forth certain Selling Shareholders that have agreed to exercise stock options (the “Options”) on or before the Closing Date (as
2,500,000 Ordinary Shares Vascular Biogenics Ltd. EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 20th, 2017 • Vascular Biogenics Ltd. • Pharmaceutical preparations • New York
Vascular Biogenics Ltd., an Israeli company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as the representative (the “Representative”) an aggregate of 2,500,000 shares (the “Shares”) of the Company’s ordinary shares, NIS 0.01 nominal value (the “Ordinary Shares”). The amount of the Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto.
8,207,821 Shares Verra Mobility Corporation Class A Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 10th, 2021 • VERRA MOBILITY Corp • Transportation services • New York
Verra Mobility Corporation, a Delaware corporation (the “Company”) and PE Greenlight Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”) confirm their respective agreements with you (the “Underwriter”) with respect to the sale by the Selling Stockholder, and the purchase by the Underwriter, of an aggregate of 8,207,821 shares (the “Shares”) of the Company’s Class A Common Stock, $0.0001 par value (the “Common Stock”).
22,307,692 Shares Solutia Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • August 15th, 2008 • Solutia Inc • Chemicals & allied products • New York
Deutsche Bank Securities Inc. Jefferies & Company, Inc. As Representatives of the Several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005
21,461,154 Shares WYNN RESORTS, LIMITED Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
Deutsche Bank Securities Inc. Bear, Stearns & Co. Inc. Banc of America Securities LLC As Representatives of the Several Underwriters
Common StockEquity Underwriting Agreement • November 14th, 2000 • Align Technology Inc • Maryland
20,000,000 Shares Scorpio Bulkers Inc. Common Shares ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 20th, 2016 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • New York
Scorpio Bulkers Inc., a Marshall Islands corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named on Schedule I hereto for whom you are acting as Representative (the "Representative") an aggregate of 20,000,000 shares (the "Firm Shares") of the Company's common shares, $0.01 par value (the "Common Shares). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters' option an aggregate of up to 3,000,000 additional shares (the "Option Shares") as set forth below.
ONE GAS, INC. 1,200,000 Shares Common Stock ($0.01 Par Value) Equity Underwriting AgreementEquity Underwriting Agreement • September 14th, 2023 • ONE Gas, Inc. • Natural gas distribution • New York
ONE Gas, Inc., an Oklahoma corporation (the “Company”) and BofA Securities, Inc., in its capacity as agent for the Forward Purchaser (as defined below) (in such capacity, the “Forward Seller”), at the request of the Company in connection with the Forward Sale Agreement (as defined below), confirm their respective agreements with the Underwriter listed in Schedule 1 hereto (the “Underwriter”) and the Forward Purchaser, subject to the terms and conditions stated in this agreement (this “Agreement”), in connection with (a) subject to Section 12 hereof, the sale (the “Forward Sale”) by the Forward Seller of the number of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), to be sold by the Forward Seller as set forth under the heading “Number of Forward Underwritten Shares to be Purchased” on Schedule 1 hereto (the “Forward Underwritten Shares”) and the purchase by the Underwriter of the number of Forward Underwritten Shares sold to the Underwriter by the
6,000,000 Shares of CANADIAN SOLAR INC. Common Shares (No par value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • October 19th, 2009 • Canadian Solar Inc. • Semiconductors & related devices • New York
Canadian Solar Inc., a Canadian corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule A hereto (each, an “Underwriter,” and together, the “Underwriters”) for whom Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Piper Jaffray & Co. are acting as representatives (together, the “Representatives”), an aggregate of 6,000,000 shares of common stock (the “Firm Shares”) of the Company, no par value (the “Common Shares”). The respective amount of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule A hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 900,000 additional Common Shares (the “Option Shares”) as set forth below. The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Securities.”
] Shares NitroMed, Inc. Common Stock ($ 0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 24th, 2004 • Nitromed Inc • Pharmaceutical preparations • New York
NitroMed, Inc., a Delaware corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of [ ] shares of the Company's Common Stock, $0.01 par value (the "Firm Shares"). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters' option an aggregate of up to [ ] additional shares of the Company's Common Stock (the "Option Shares") as set forth below.
GLADSTONE CAPITAL CORPORATION 3,000,000 Common Shares $.001 Par Value Equity Underwriting AgreementEquity Underwriting Agreement • January 31st, 2008 • Gladstone Capital Corp • New York
Gladstone Capital Corporation, a Maryland corporation (the "Company") proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representative (the "Representative") an aggregate of 3,000,000 shares (the "Firm Shares") of the Company's common stock, $0.001 par value (the "Common Stock"). The Company also proposes to sell at the Underwriters' option an aggregate of up to 450,000 additional shares of the Company's Common Stock (the "Option Shares") as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the "Shares."
15,000,000 Shares Verra Mobility Corporation Class A Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 10th, 2019 • VERRA MOBILITY Corp • Transportation services • New York
Verra Mobility Corporation, a Delaware corporation (the “Company”) and PE Greenlight Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”) confirm their respective agreements with you and each of the other underwriters named on Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) with respect to the sale by the Selling Stockholder, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 15,000,000 shares (the “Firm Shares”) of the Company’s Class A Common Stock, $0.0001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Selling Stockholder also proposes to sell at the Underwriters’ option an aggregate of up to 2,250,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
