Sales Agency Agreement
("At-the-Market" Offering)

Summary

This template Sales Agency Agreement sets forth the relationship between an issuer and multiple sales agents in the case of an “At-the-Market” offering by the issuer. The document contemplates that the issuer is a “Well-Known Seasoned Issuer” (WKSI) as defined in Rule 405 under the Securities Act of 1933, as amended, and should be modified to the extent that the issuer does not qualify as a WKSI. This template includes practical guidance and drafting notes. This template agreement contains standard representations and warranties for an SEC registered company. However, care should be taken to include industry and/or company specific representations and warranties to the extent that they are appropriate based on industry practice or the results of due diligence. This document is not intended to be either “pro-sales agent” or “pro-issuer” and modifications may be made by either deleting or adding materiality qualifiers or other provisions, as the case may be. For a discussion of follow-on offerings, see Registered Securities Offerings Post-IPO and the Follow-On Offerings Resource Kit.