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Underwriter Agreement Form

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UNDERWRITER AGREEMENT

This Underwriter Agreement (the Agreement) is made as of by and between Issuer Name: , with principal address: (Issuer), and Underwriter Name: , with principal address: (Underwriter).

RECITALS

WHEREAS, the Issuer proposes to offer and sell securities described herein to investors pursuant to a private placement or public offering, as applicable (the Offering); and

WHEREAS, the Underwriter has agreed to act as underwriter for the Offering on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Offering.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Securities" shall mean the class and amount of securities to be offered as set forth in Section 2. "Closing" means the consummation of the sale and purchase of the Securities at the time and place specified in this Agreement. Other defined terms are set forth where used herein.

2. ENGAGEMENT; TERMS OF OFFERING

2.1 Appointment. The Issuer hereby appoints the Underwriter to act as underwriter of the Securities on the terms and conditions set forth in this Agreement, and the Underwriter accepts such appointment.

2.2 Offering Details. The Issuer agrees to sell and the Underwriter agrees to use reasonable efforts to sell up to aggregate principal amount of Securities at an offering price of per Security. The anticipated Closing date is .

3. UNDERWRITER OBLIGATIONS

3.1 Distribution Efforts. The Underwriter shall, consistent with customary industry practices and applicable law, use its reasonable best efforts to solicit purchasers for the Securities and to facilitate the distribution thereof in accordance with the terms of this Agreement and the Registration Statement or offering materials, as applicable.

3.2 Allocation. The Underwriter shall allocate Securities among prospective purchasers in a manner it reasonably determines to be in the best interest of the distribution, subject to the Issuer's reasonable requests regarding large or strategic allocations.

4. PURCHASE AND SALE; PAYMENT

4.1 Purchase Agreement. On the terms and subject to the conditions set forth in this Agreement, at the Closing the Issuer shall sell to the Underwriter, and the Underwriter shall purchase from the Issuer, the number of Securities set forth in Section 2.

4.2 Payment. Payment of the purchase price for the Securities by the Underwriter shall be made by wire transfer of immediately available funds to an account designated by the Issuer, against delivery of certificates or electronic book-entry positions representing the Securities.

5. REPRESENTATIONS AND WARRANTIES

5.1 Issuer Representations. The Issuer represents and warrants to the Underwriter that: (a) the Issuer is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) all corporate or other organizational proceedings required to be taken by the Issuer in connection with the authorization, execution and delivery of this Agreement and the performance of its obligations hereunder have been validly taken; (c) the Securities, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and non-assessable; and (d) the Offering Documents do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading.

5.2 Underwriter Representations. The Underwriter represents and warrants to the Issuer that: (a) it is duly organized and licensed to carry out its obligations under this Agreement; (b) it has the experience and resources to carry out its obligations hereunder; and (c) it will comply with all applicable laws, rules and regulations in performing its duties under this Agreement.

6. COVENANTS

6.1 Issuer Covenants. The Issuer covenants to use its reasonable efforts to cause the Offering Documents to comply in all material respects with applicable law, to furnish the Underwriter with such documents and information as the Underwriter may reasonably request, and to notify the Underwriter promptly of any material developments affecting the Offering.

6.2 Underwriter Covenants. The Underwriter covenants to keep confidential nonpublic information received from the Issuer in connection with the Offering to the extent permitted by law and to cooperate in good faith with the Issuer's reasonable requests to facilitate the Offering.

7. CONDITIONS TO OBLIGATIONS

The obligations of each party under this Agreement are subject to the accuracy of the other party's representations and warranties as of the Closing, the performance by the other party of its covenants hereunder, and the absence of any law or order that would make consummation of the Offering illegal or impracticable.

8. INDEMNIFICATION

8.1 Issuer Indemnity. The Issuer shall indemnify and hold harmless the Underwriter and its affiliates, directors, officers and agents against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any untrue statement of a material fact or omission of a material fact in the Offering Documents, except to the extent such matter was known to the Underwriter and properly disclosed.

8.2 Underwriter Indemnity. The Underwriter shall indemnify the Issuer against losses arising from willful misconduct or gross negligence by the Underwriter in connection with the distribution of the Securities.

9. LIMITATION OF LIABILITY

Except for liabilities arising from fraud, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and each party's aggregate liability shall be limited to direct damages not exceeding the aggregate underwriting fees actually received by the Underwriter under this Agreement.

10. TERMINATION

This Agreement may be terminated by mutual written consent of the parties or by either party upon material breach by the other party that is not cured within 15 days after written notice; provided, however, that termination shall not relieve the Issuer of its obligations with respect to payment for Securities sold prior to termination.

11. NOTICES

All notices, demands or communications required or permitted to be given hereunder shall be in writing and delivered by hand, overnight courier, or certified mail to the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section.

12. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof.

13. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the federal and state courts located in that State for resolution of disputes arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any schedules and exhibits referred to herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

16. ADDITIONAL PROVISIONS

Issuer

Party Label:

By:

Date:

Underwriter

Party Label:

By:

Date:

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What the Underwriter Agreement Form Is and When It’s Used

The Underwriter Agreement Form is a legal contract used when a financial institution, insurer, or investment bank agrees to underwrite securities, insurance policies, loans, or other risk-bearing instruments on behalf of an issuer or client. It documents scope of underwriting services, allocation of risk, fees and commissions, representations and warranties, conditions precedent, closing mechanics, indemnities, and termination rights. The form defines each party's obligations, timelines for performance, required supporting documents, and signature blocks. Properly completed, it creates an enforceable record of underwriting commitments and administrative steps needed to close the transaction.

Why a Clear Underwriter Agreement Form Matters

An Underwriter Agreement Form clarifies risk allocation, payment terms, and compliance responsibilities to reduce disputes and accelerate closings. It provides a contractual basis for indemnities, regulatory disclosures, and audit trails, supporting enforceability under ESIGN and UETA when executed electronically.

Why a Clear Underwriter Agreement Form Matters

Who Typically Prepares and Signs This Form

Typical users who complete or receive this form include underwriters, issuers, broker-dealers, and legal counsel involved in risk-sharing and securities or insurance transactions.

  • Underwriters and syndicate managers documenting allocations, commitments, and fees per transaction
  • Issuers and corporate finance teams needing clear underwriting terms and timelines
  • Legal counsel, compliance officers, and lenders reviewing representations, indemnities, and regulatory clauses

Parties across finance, insurance, real estate, and legal services rely on the form to document obligations, allocate risk, and support regulatory or tax reporting.

Typical Signer Roles and Responsibilities

Lead Underwriter

As the Lead Underwriter, this signer commits to allocation, pricing, and distribution responsibilities and confirms due diligence. They accept contractual indemnities where specified and coordinate syndicate members, regulatory filings, and closing conditions to satisfy issuer and market requirements.

Issuer CFO

The Issuer CFO signs to confirm authorized corporate approval, accuracy of financial disclosures, and acceptance of fee structures. They ensure required corporate resolutions are attached and that the underwriting terms align with financing plans and board authorizations.

Core Sections to Include in a Professional Underwriter Agreement Form

Core sections of a professional Underwriter Agreement Form set expectations for performance, liability, payment, and closing mechanics to minimize downstream disputes.

Parties

Identify the underwriter, issuer, and any agent roles. Include legal entity names, addresses, authorized signatories, corporate resolutions, and contact points for notices and filing counsel.

Scope

Describe underwriting obligations, securities or policies covered, allocation method, underwriting limits, performance milestones, and post-closing servicing duties if applicable, including timelines for syndication, settlement, and delivery of closing certificates.

Fees

Specify underwriting fees, commissions, expense reimbursement, payment schedule, escrow arrangements, and any conditions for fee adjustments or clawbacks following closing, including applicable tax treatment or withholding requirements.

Representations

List issuer and underwriter representations and warranties about authority, financial statements, disclosure accuracy, regulatory compliance, and absence of material adverse changes prior to closing.

Indemnities

Allocate indemnity scope, including defense obligations, caps or baskets, survival periods, and procedures for asserting claims and netting recoveries after closing, and coordinate with available insurance where applicable.

Termination

Define termination events, cure periods, fees on termination, effect on commitments, and steps for wind-down including return of materials and revocation of offers.

Essential Information Fields to Include

Legal Entity Name: Full legal name as registered.
Tax Identification: TIN or EIN as applicable.
Contact Information: Mailing address, phone, email.
Authorized Signatory: Name, title, corporate authority citation.
Transaction Details: Deal size, securities, and schedule.
Supporting Documents: Resolutions, offering docs, financials.

Step-by-Step: Complete and Execute the Form

Follow these steps to complete and execute an Underwriter Agreement Form accurately, whether on paper or electronically.

  • 01
    Prepare Documents: Gather offering documents, financials, and corporate resolutions.
  • 02
    Fill Core Fields: Enter parties, deal terms, fees, and dates.
  • 03
    Review & Approve: Legal and compliance review signatures before sending.
  • 04
    Sign & Archive: Execute signatures, capture audit trail, store final copy.

Configuring an Online Workflow for the Form

Configure an electronic workflow to automate field placement, signer order, and authentication for the Underwriter Agreement Form.

Field Name and Configuration Settings Configuration guidelines for online workflow
Signer order and role assignment Sequential signing with underwriter first
Authentication method and strength requirements Email link plus SMS code for final signer
Conditional fields and visibility rules Show settlement schedules only after commitment date
Document retention and export settings Automatic PDF export to secure storage and audit log

Platform Capabilities to Confirm Before eSigning

For eSigning and eSubmission, ensure the chosen platform supports required authentication, audit trails, and storage to meet regulatory obligations.

  • File formats: PDF, DOCX, and HTML supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication options: Email, SMS, KBA, SSO

Where to Send or File the Executed Form

Common submission paths for an executed Underwriter Agreement Form outline distribution to legal, underwriting, clearing agents, and regulatory filing where applicable.

  • Legal Counsel: Send executed copy and corporate resolutions
  • Underwriter File: Store in deal file and ledger
  • Clearing Agent: Transmit accounting and settlement instructions
  • Regulatory Filing: Submit copies if required by regulators

Key Dates to Record and Track

Key dates affect rights and obligations; record effective date, commitment deadlines, closing date, and any regulatory filing windows.

Effective Date (start of obligation):

Enter as MM/DD/YYYY and confirm start

Commitment Expiration or Cut-off:

Date when underwriting commitment lapses

Target Closing Date:

Planned settlement and funds transfer date

Regulatory Filing Deadlines:

Filing windows depend on regulator and transaction

Termination Notice Period:

Required cure period and notice timelines

Common Preparation Mistakes to Avoid

  • Using incomplete legal names, mismatched TINs, or missing corporate resolutions can invalidate signatures, trigger backup withholding, or delay funding.
  • Failing to specify fee timing, escrow arrangements, or clawback clauses leads to disputes and potential collections litigation after closing.
  • Omitting conditions precedent, regulatory approvals, or accurate closing conditions causes last-minute delays and may void underwriting commitments.
  • Neglecting to capture an audit trail or to use secure authentication weakens enforceability, especially in cross-border or high-value transactions.

Consequences of an Incorrect or Missing Agreement Element

Tax Reporting Penalties: Backup withholding and IRS fines
Breach Liability: Damages, specific performance, legal costs
Regulatory Sanctions: Fines, enforcement, corrective orders
Funding Delays: Missed closings and financial loss
Indemnity Exposure: Long-term claims and defense costs
Reputational Risk: Market trust erosion

Comparison: Core Pricing and Compliance for eSignature Providers

Compare core pricing and compliance characteristics across common eSignature providers used in U.S. financial transactions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/month billed annually, per user $15/user/month billed annually per user $14/user/month billed annually per user $19/user/month billed annually per user $15/user/month billed annually per user
Free Trial 7-day free trial, no credit card required Varies by vendor; check plan terms Varies by vendor; check plan terms Varies by vendor; check plan terms Varies by vendor; check plan terms
Bulk Send Yes; available on Business Premium and up Yes; available on select enterprise plans Yes; offered on enterprise tiers Yes; included with higher tiers Limited; bulk send not available on basic tiers
Audit Trail Yes; full audit trail with IP and timestamps Yes; audit trail and certificate included Yes; audit trail included Yes; audit trail included Yes; audit trail included
HIPAA Compliant Yes; BAA available on request Yes; BAA available for business customers Yes; BAA available for enterprise customers No; BAA not provided No; BAA not provided
Envelope Cap No envelope cap on paid plans Limited: 100 envelopes per user per year Caps vary by plan and contract Caps vary by plan; check terms Caps vary by plan; check terms

Frequently Asked Questions — Common Legal and Process Issues

Answers to common questions about completing, signing, and storing Underwriter Agreement Forms, including eSigning and legal concerns.


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