Patterson Belknap Webb & Tyler Sample Contracts
Exhibit 1.1 82,402,850 Shares in the Form of American Depositary Shares CHINA GRENTECH CORPORATION LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2007 • China GrenTech CORP LTD • Radiotelephone communications • New York
3,000,000] Shares of Common Stock(1) ($.01 par value) CASTLE BRANDS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2005 • Castle Brands Inc • Beverages • New York
Exhibit 10.28 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2000 • Synapse Group Inc • New York
Exhibit 10.1 STOCK PURCHASE AGREEMENT Dated as of October 12, 2006Stock Purchase Agreement • October 16th, 2006 • Castle Brands Inc • Beverages • Delaware
SEALSQ Corp Ordinary Shares (par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • May 19th, 2025 • SEALSQ Corp • Semiconductors & related devices • New York
SEALSQ Corp, a company incorporated under the laws of the British Virgin Islands (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) and Maxim Group LLC (“Maxim”) (each an “Agent” and together, the “Agents”), as follows:
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
ANDAsset Purchase Agreement • May 25th, 2007 • LGL Group Inc • Electronic components, nec • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2018 • Ambow Education Holding Ltd. • Services-educational services • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2025 • Wisekey International Holding S.A. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2024, between SEALSQ Corp., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
BLUE BUFFALO PET PRODUCTS, INC. 25,000,000 Shares of Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • May 16th, 2016 • Blue Buffalo Pet Products, Inc. • Food and kindred products • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Blue Buffalo Pet Products, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 25,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,750,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 6th, 2025 • SEALSQ Corp • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 5, 2025, between SEALSQ Corp., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2024 • SEALSQ Corp • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 12, 2024, between SEALSQ Corp., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
MOLECULAR PARTNERS AG [●] American Depositary Shares, representing [●] Common Shares Underwriting AgreementUnderwriting Agreement • June 9th, 2021 • Molecular Partners Ag • Biological products, (no disgnostic substances) • New York
The Offered ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of the Closing Date (as hereinafter defined) among the Company,
14,000,000] CLASS A ORDINARY SHARES JIAYIN GROUP INC. CLASS A ORDINARY SHARES, PAR VALUE US$0.000000005 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2019 • Jiayin Group Inc. • Finance services • New York
Jiayin Group Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [14,000,000] Class A ordinary shares, par value US$0.000000005 per share, of the Company (the “Firm Shares”) in the form of [3,500,000] American Depositary Shares (as defined below).
Exscientia plc [●] American Depositary Shares, each representing one Ordinary Share, nominal value £0.0005 per share Underwriting AgreementUnderwriting Agreement • September 27th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances) • New York
Exscientia plc, a public limited company incorporated under the laws of England and Wales with company number 13483814 (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”) and in the manner contemplated by this Agreement, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] American Depositary Shares (the “Firm ADSs”) representing [●] ordinary shares, nominal value £0.0005 per share (the “Ordinary Shares”) and, at the election of the Underwriters, up to [●] additional American Depositary Shares representing [●] Ordinary Shares (the “Optional ADSs”) of the Company (the Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “ADSs”).
Country Style Cooking Restaurant Chain Co., Ltd. 5,000,000 American Depositary Shares Representing 20,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2010 • Country Style Cooking Restaurant Chain Co., Ltd. • Retail-eating places • New York
SECURITIES PURCHASE AGREEMENT by and among META FINANCIAL GROUP, INC. and BEP IV LLC and BEP INVESTORS LLC (collectively, the “Buyers”) September 23, 2015Securities Purchase Agreement • September 24th, 2015 • Meta Financial Group Inc • Savings institution, federally chartered • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 23, 2015, by and among Meta Financial Group, Inc., a Delaware corporation, with headquarters located at 5501 South Broadband Lane, Sioux Falls, South Dakota 57108 (the “Company”), and BEP IV LLC, a Delaware limited liability company, and BEP Investors LLC, a Delaware limited liability company (each, a “Buyer” and, collectively, the “Buyers”). Certain defined terms used herein are listed in Section 9(a).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2015 • Meta Financial Group Inc • Savings institution, federally chartered • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2015, by and among Meta Financial Group, Inc., a Delaware corporation (the “Company”), and BEP IV LLC, a Delaware limited liability company, and BEP Investors LLC, a Delaware limited liability company (each, a “Buyer” and, collectively, the “Buyers”).
1 Exhibit (d)(4) EMPLOYMENT AGREEMENT THIS AGREEMENT by and between Dime Bancorp, Inc., a New York corporation (the "Company") and Anthony P. Terracciano (the "Executive") dated as of the 6th day of July, 2000. 1. Effective Date. The "Effective Date"...Employment Agreement • August 1st, 2000 • Dime Bancorp Inc • Savings institution, federally chartered • New York
Innocoll AG Registered Ordinary Shares in the form of American Depositary Shares (each representing one Ordinary Share, no par value, with a notional par value of €1.00 per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • New York
Innocoll AG, a stock corporation (Aktiengesellschaft) incorporated in the Federal Republic of Germany (“Germany”) and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Regensburg (the “Commercial Register”) under the number HRB [_______] (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate number of [·] no par value ordinary shares with a notional par value of €1.00 per share (auf den Namen lautede Stammaktien ohne Nennbetrag (Stuckaktien)) (the “Firm Shares”) registered with the Commercial Register of the Company (the “Ordinary Shares”), which will be sold by the Company as a result of the issuance of new shares by the Company in the Capital Increase (as defined below) which include the Option Shares (as defined below) to the several Underwriters.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 20th, 2007 • Castle Brands Inc • Beverages • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 18, 2007, by and among Castle Brands Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LEASE BETWEEN and CIFC CORP., as Tenant PREMISES: The entire rentable portion of the fourth (4th) floor at 250 Park Avenue New York, New YorkLease Agreement • September 16th, 2011 • CIFC Corp. • Finance services • New York
This draft lease, any other draft lease, and/or any correspondence, writings, communications or other documents delivered or exchanged between Landlord and Tenant shall in no event be deemed to be an offer or an agreement to lease or to enter into a lease on the terms set forth herein or otherwise and no lease, or agreement to lease, shall be binding on either Landlord or Tenant until executed and delivered by both parties.
Camelot Information Systems Inc. 13,333,334 American Depositary Shares Representing Four Ordinary Shares (no par value per share) Underwriting AgreementUnderwriting Agreement • July 19th, 2010 • Camelot Information Systems Inc. • Services-computer programming services • New York
Camelot Information Systems Inc., a company limited by shares and incorporated in the British Virgin Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,166,667 American Depositary Shares, representing 36,666,668 ordinary shares, no par value per share (the “Ordinary Shares”), of the Company, and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 4,166,667 American Depositary Shares representing 16,666,668 Ordinary Shares and, at the election of the Underwriters, up to an additional 2,000,000 American Depositary Shares representing 8,000,000 Ordinary Shares. The aggregate of 13,333,334 American Depositary Shares representing 53,333,336 Ordinary Shares to be sold by the Company and the Selling Shareholders is he
Exhibit (b)(i) BICYCLE THERAPEUTICS PLCDeposit Agreement • May 16th, 2024 • Citibank,N.A./ADR • Pharmaceutical preparations
Reference is made to the Deposit Agreement, dated as of May 28, 2019, as amended and supplemented from time to time (the “Deposit Agreement”), by and among Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales and its successors (the “Company”), Citibank, N.A., a national banking association (“Citibank”) organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2025 • SEALSQ Corp • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2025, between SEALSQ Corp., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDMENT NO. 1 TO THE CONFIDENTIAL SETTLEMENT AND MUTUAL RELEASE This Amendment No. 1 to the Confidential Settlement Agreement and Mutual Release, dated as of June 9, 2006 (the "Amendment") between Isaac Yeffet and Yeffet Security Consultants, Inc....Confidential Settlement Agreement and Mutual Release • February 13th, 2007 • Hienergy Technologies Inc • Laboratory analytical instruments • New Jersey
5,000,000 CLASS A ORDINARY SHARES, NOMINAL VALUE £0.02 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2019 • Endava PLC • Services-computer programming services • New York
The undersigned understands that Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Endava plc, a public limited company incorporated under the laws of England and Wales (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (together, the “Underwriters”), of American Depositary Shares representing Class A ordinary shares, nominal value £0.02 per share, of the Company (the “Class A Ordinary Shares”). The undersigned further understands that, prior to the consummation of the Public Offering, the Company will be authorized to issue, in addition to the Class A Ordinary Shares, Class B ordinary shares, nominal value £0.02 per share (the “Class B Ordinary Shares”) and Class C ordinary shares, nominal value £0.02 per share (
EXHIBIT 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND...Note • December 22nd, 2005 • Carrington Laboratories Inc /Tx/ • Pharmaceutical preparations • Texas
8,000,000 American Depositary Shares Each Representing Two Class A Ordinary Shares, Par Value US$0.00001 Per Class A Ordinary Share UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2014 • 58.com Inc. • Services-computer programming, data processing, etc. • New York
MOLECULAR PARTNERS AG 3,642,988 American Depositary Shares, representing 3,642,988 Ordinary Shares Underwriting AgreementUnderwriting Agreement • October 28th, 2024 • Molecular Partners Ag • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENT by and between FUELCELL ENERGY, INC. and POSCO ENERGY CO., LTD. April 30, 2012Securities Purchase Agreement • May 2nd, 2012 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 30, 2012, is made by and between FUELCELL ENERGY, INC., a Delaware corporation (the “Company”), and POSCO ENERGY Co., Ltd., a Korean corporation, together with its permitted transferee (the “Purchaser”). Capitalized terms used herein and not otherwise defined have the meanings given to them in Exhibit A.
XPeng Inc. CLASS A ORDINARY SHARES, PAR VALUE US$0.00001 PER SHARE in the Form of American Depositary Shares Underwriting AgreementUnderwriting Agreement • August 21st, 2020 • Xpeng Inc. • Motor vehicles & passenger car bodies • New York
XPeng Inc., an exempted company incorporated in the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ● ] Class A ordinary shares, par value US$0.00001 per share, of the Company (“Class A Ordinary Shares” and, collectively with the Class B ordinary shares, par value $0.00001 per share, of the Company, the “Ordinary Shares”), in the form of [ ● ] American Depositary Shares (“American Depositary Shares” or “ADSs”). The aggregate of [ ● ] ADSs to be sold by the Company is hereinafter referred to as the Underwritten Shares. In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ● ] Class A Ordinary Shares in the form of [ ● ] ADSs of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
Linkage Technologies International Holdings Limited [l] America Depositary Shares Each Representing [] Ordinary Shares ($0.01 par value per ordinary share) Underwriting AgreementUnderwriting Agreement • November 18th, 2009 • Linkage Technologies International Holdings LTD • New York
Citigroup Global Markets Inc. Barclays Capital Inc. As Representatives of the several Underwriters named in Schedule I-A hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 9th, 2014 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 30, 2014, is made by and between FUELCELL ENERGY, INC., a Delaware corporation (the "Company"), and NRG ENERGY, INC., a Delaware corporation, together with its permitted transferee (the "Purchaser"). Capitalized terms used herein and not otherwise defined have the meanings given to them in Exhibit A.
SETTLEMENT AGREEMENTSettlement Agreement • November 1st, 2021 • California
Plaintiff The Last Beach Cleanup (“Plaintiff”), on the one hand, and TerraCycle, Inc. (“TerraCycle”) and the other defendants identified in Exhibit A (collectively “Settling Defendants”), on the other hand, enter the following Settlement Agreement to settle all claims asserted against Settling Defendants in the operative Complaint in the matter The Last Beach Cleanup v. TerraCycle, Inc., et al., U.S. District Court Northern District of California No. 3:21- cv-06086 (removed to federal court from Alameda Superior Court Case No. RG 21-090702) (the “Action”). This Settlement Agreement shall be effective upon its execution by Plaintiff and each Settling Defendant.