Underwriting Agreement
(Primary Offering)

Summary

This underwriting agreement template may be used to govern the sale of securities in an underwritten offering (such as an initial public offering). An underwriting agreement is made among the managing underwriters (on behalf of the underwriting syndicate), the issuing company, and any shareholders of the company permitted to sell shares in the offering. This template includes practical guidance and drafting notes. Typically, underwriters' legal counsel will circulate the lead managing underwriter's form of underwriting agreement as a first draft and will negotiate the terms of the underwriting agreement with the company's counsel. This template includes provisions typically contained in an underwriting agreement for a firm commitment underwriting that includes selling shareholders. While the provisions in this template are representative of the types of provisions typically contained in an underwriting agreement, they are not exhaustive and the terms will need to be tailored in each instance to the particular circumstances of the offering. For further information, see Underwriting Registered Securities Offerings. For a form of underwriting agreement in other contexts, see Underwriting Agreement (Combined Primary and Secondary Offering) and Underwriting Agreement (Residential Mortgage-Backed Security Transaction). For more on IPOs generally, see Initial Public Offerings Resource Kit.