Can this agreement be signed electronically?

Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, electronic signatures are generally enforceable unless the transaction falls within statutory exceptions such as wills or court orders.

What authentication level is recommended?

Use at least email plus SMS code for routine transactions; use stronger methods (KBA or advanced signer authentication) for high-risk deals or where regulation requires stronger proof of identity.

Are notarization or witnesses required?

Typically not for commercial underwriting agreements, but state-specific requirements may apply for related instruments; verify Florida, New York, or deed-related documents with counsel.

How do I amend an executed agreement?

Document amendments in a written amendment signed by authorized parties; confirm whether the original document requires counterparty consent and whether electronic signatures are acceptable for amendments.

What if a signer’s name differs from corporate records?

Correct legal names must match formation documents; mismatched signatory names can cause rejection by transfer agents or regulators and should be fixed before closing.

How should final copies be stored?

Retain executed copies in PDF/A format in a secure records system with access controls and an audit trail; retain per tax and industry retention rules.

Electronic Signature
Templates
Finance
Underwriting Agreement Template

Underwriting Agreement Template

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

UNDERWRITING AGREEMENT

Date and Parties

This Underwriting Agreement (the "Agreement") is made and entered into as of , by and between:

Issuer Name Issuer Address Issuer Contact Underwriter Name Underwriter Address Underwriter Contact

Recitals and Definitions

WHEREAS, the Issuer proposes to offer and sell securities on the terms and subject to the conditions set forth herein; and WHEREAS, the Underwriter desires to purchase from the Issuer, and the Issuer desires to sell to the Underwriter, the securities specified in this Agreement.

Offering Terms

Securities to be offered:

Number of Securities Aggregate Offering Size Public Offering Price Per Security Underwriting Discount/Commission

Expected Closing Date: , (subject to conditions set forth herein).

Underwriter's Commitments

The Underwriter agrees, subject to the terms and conditions of this Agreement, to purchase from the Issuer at the closing the number of Securities set forth above at the purchase price equal to the public offering price less the underwriting discount. The obligations of the Underwriter are several and not joint and shall be limited to the extent set forth herein.

Issuer Representations and Warranties

The Issuer represents and warrants to the Underwriter that the Registration Statement, the Prospectus and any issuer document required to be delivered to the Underwriter are true and correct in all material respects and do not omit to state a material fact required to be stated therein. The Issuer further represents that it has full power and authority to enter into and perform its obligations under this Agreement.

Conditions to Closing

The obligations of the Underwriter to purchase the Securities are subject to the fulfillment, on or before the Closing Date, of customary conditions, including, without limitation:

Legal opinion of counsel for the Issuer delivered and in form and substance satisfactory to the Underwriter.

The offering documents shall have become effective and not be subject to stop order or suspension.

No material adverse change in the business, operations, assets or prospects of the Issuer since the date of the most recent financial statements.

Payment, Expenses and Allocation

The Issuer shall pay all expenses incurred in connection with the registration and offering of the Securities, except as otherwise provided herein. The Underwriter shall be entitled to reimbursement of its out-of-pocket expenses incurred in connection with the offering, including clearing and settlement costs.

Estimated Expenses to be Paid by Issuer

Indemnification

The Issuer agrees to indemnify and hold harmless the Underwriter and its affiliates, directors, officers and agents against any and all losses, claims, damages or expenses (including reasonable attorneys' fees) to which they may become subject insofar as such losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement or prospectus, or any omission or alleged omission of a material fact required to be stated therein.

Termination

This Agreement may be terminated by the Underwriter prior to the Closing Date if any of the conditions contained in this Agreement shall not have been satisfied or if any event shall occur that, in the reasonable judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the public offering. Termination shall not relieve the Issuer of liability for breaches occurring prior to termination.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles. Each party hereby consents to the exclusive jurisdiction and venue of the state and federal courts located in that state for any action arising out of this Agreement.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice).

Issuer Notices Underwriter Notices

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Agreement may be amended only by a written instrument signed by each of the parties hereto. If any provision of this Agreement is held invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

Additional Terms or Special Covenants

Certifications and Acknowledgements

By signing below, each party represents and warrants that (a) it has full corporate power and authority to execute this Agreement; (b) this Agreement has been duly authorized and constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) the individual signing has the authority to bind the party to this Agreement.

Issuer:

By:

Date:

Underwriter:

By:

Date:

What an Underwriting Agreement Template Is

An Underwriting Agreement Template is a standardized legal document used to record the terms under which an underwriter agrees to purchase and distribute securities on behalf of an issuer. It sets out the offering size, pricing, allocation, underwriting fees, closing conditions, representations and warranties, indemnities, and the timetable for due diligence and closing. Organizations use a template to ensure consistent, auditable terms across transactions, to reduce negotiation overhead, and to capture the core commercial and regulatory obligations that govern the issuance and distribution process.

Why a Clear Template Matters for Risk and Compliance

A clear underwriting agreement reduces negotiation ambiguity, clarifies allocation and fee mechanics, and documents conditions precedent that protect issuer and underwriter interests. Properly drafted templates support enforceability under the ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes, and help limit post-closing disputes by documenting representations, indemnities, and closing deliverables.

Who Typically Prepares and Signs This Template

This template is normally prepared by counsel or deal teams and executed by authorized corporate officers and underwriting representatives.

Issuer counsel and corporate finance teams responsible for drafting and approving deal terms.
Lead underwriter and syndicate representatives who accept allocation, pricing, and liability terms.
General counsel or authorized officers who have authority to bind the corporation.

Use the list below to identify the primary internal and external participants involved in completing and approving an underwriting agreement.

Typical Signatory Roles

Chief Underwriting Officer

Senior underwriting executive who reviews pricing and allocation, confirms due diligence sufficiency, and signs on behalf of the underwriting syndicate when authorized by internal governance.

Authorized Issuer Signatory

Company officer (e.g., CEO, CFO, or General Counsel) authorized by corporate resolution to execute financing documents and confirm that issuer representations and board approvals are in place.

Core Sections to Include in the Template

A professional underwriting agreement typically contains the provisions below; include clear cross-references and defined terms to reduce ambiguity.

Offering Terms

Defines securities type, aggregate offering size, price, and allocation mechanics for primary and secondary distribution.

Underwriting Commitments

Specifies firm commitment or best-efforts obligations, underwriting discounts, fees, and payment mechanics.

Representations & Warranties

Issuer and underwriter representations about authority, filings, disclosure accuracy, and compliance with law.

Conditions to Closing

Enumerates deliverables, regulatory approvals, and material adverse change covenants required before funding.

Indemnities & Liability

Allocation of liability for misstatements, survival periods for indemnities, and caps where applicable.

Post-Closing Covenants

Ongoing delivery obligations, registration rights, lock-up periods, and procedures for amendments.

Required Data Elements and Document Controls

Parties: Full legal names of issuer and underwriter

Offering Size: Total number and class of securities

Pricing: Per-share or aggregate price terms

Closing Date: MM/DD/YYYY effective closing date

Signatures: Authorized signatories and dates

Exhibits: Schedules, legal opinions, and disclosure materials

Step-by-Step: Filling Out the Underwriting Agreement

Follow these steps in order to prepare a complete, enforceable agreement and to streamline internal approvals and external acceptance.

01

Draft Core Terms: Record offering size, price, and underwriting commitment.
02

Attach Exhibits: Include disclosure schedules, legal opinions, and due diligence materials.
03

Internal Review: Obtain counsel and board sign-offs as required.
04

Execute and Distribute: Collect signatures and circulate executed copies to parties.

How to Configure the Template for Online Completion

Set up a digital workflow that enforces required fields, signer order, and authentication to reduce manual errors and maintain an audit trail.

Field	Configuration
Required Fields	Mark issuer, underwriter, price, and date as mandatory
Conditional Fields	Show fee or allocation fields only when relevant
Signer Order	Set named signer sequence for execution
Authentication	Use email + optional SMS or KBA per risk profile

Where to Send or File the Executed Agreement

After execution, route copies to internal records, counsel, transfer agent, and regulatory filing locations as required by the transaction.

Issuer Records: Store executed original in corporate records
Underwriter Files: Underwriter retains executed counterpart copies
Transfer Agent: Provide closing notices and allocation schedules
Regulators: File any required SEC or state notices promptly

Sharing Options and Technical Requirements

Choose delivery methods that preserve integrity, authentication, and an auditable trail for each signing event.

Email Delivery: Secure email with unique signing links and access codes
Integration: Connect to CRM or DMS such as Salesforce or NetSuite
Storage Formats: Save signed copies as PDF/A for long-term preservation

Common Timelines and Deadlines to Track

Underwriting transactions follow a compact timetable; missing a deadline can delay closing or trigger conditional termination rights.

Subscription Cutoff:

Date by which subscriptions or commitments must be received

Disclosure Delivery:

Timing for delivering final disclosure documents to underwriters

Regulatory Filings:

Deadlines for any required SEC or state filings

Closing Date:

Agreed date when funds and securities are exchanged

Post-Closing Deliverables:

Timing for any continuing covenants or final reports

Key Processing Stages from Term Sheet to Closing

A consistent milestone view helps coordinate counsel, auditors, transfer agents, and underwriting teams during the deal lifecycle.

01

Deal Sourcing

Initial proposals and investor interest are collected and evaluated

02

Term Sheet Agreement

Parties agree to principal economics and transaction outline

03

Underwriting Review

Due diligence and pricing negotiation complete; conditions negotiated

04

Closing and Settlement

Final signatures, funds transfer, and securities issuance occur

Common Preparation Errors to Avoid

Using informal or inconsistent party names that create ambiguity and delay verification.
Failing to attach required exhibits or schedules referenced in the agreement, leading to unenforceable covenants.
Omitting signature capacity or corporate authorization statements that prevent counterparties from relying on execution.
Missing conditions precedent or not documenting how they will be satisfied, which can stall or cancel closing.

Potential Legal and Commercial Risks

Breach Damages: Monetary liability for contract breaches

Delay Costs: Losses from postponed closings

Regulatory Fines: Administrative penalties for misfilings

Tax Withholding: Backup withholding if payee TIN missing

Contract Rescission: Agreement voided for material misstatements

Reputational Harm: Damage to issuer or underwriter credibility

eSignature Vendor Pricing Snapshot for Underwriting Workflows

Compare common vendor starting prices and core capabilities relevant to high-volume underwriting documents. signNow appears first for direct comparison.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial, no card	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions and Troubleshooting

Answers to common questions about execution, amendments, authentication, and electronic validity for underwriting agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, electronic signatures are generally enforceable unless the transaction falls within statutory exceptions such as wills or court orders.
What authentication level is recommended?
Use at least email plus SMS code for routine transactions; use stronger methods (KBA or advanced signer authentication) for high-risk deals or where regulation requires stronger proof of identity.
Are notarization or witnesses required?
Typically not for commercial underwriting agreements, but state-specific requirements may apply for related instruments; verify Florida, New York, or deed-related documents with counsel.
How do I amend an executed agreement?
Document amendments in a written amendment signed by authorized parties; confirm whether the original document requires counterparty consent and whether electronic signatures are acceptable for amendments.
What if a signer’s name differs from corporate records?
Correct legal names must match formation documents; mismatched signatory names can cause rejection by transfer agents or regulators and should be fixed before closing.
How should final copies be stored?
Retain executed copies in PDF/A format in a secure records system with access controls and an audit trail; retain per tax and industry retention rules.

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