Underwriting Agreement For Shares - Legal Draft

THIS

AGREEMENT made on the............day of BETWEEN X (hereinafter called the

underwriters) of the one part and Y Co. Ltd. having its registered office

at............(hereinafter called the company) of the other part.WHEREAS

the company is about to offer for public subscription as issue

of..............shares of............each in accordance with the terms of the

draft prospectus a copy of which is annexed hereto, or with such modifications

therein as may be mutually agreed upon between the company and the

underwriters:AND

WHEREAS the underwriters have agreed to underwrite the shares on the terms and

conditions hereinafter appearing.NOW

THEREFORE IT IS HEREBY AGREED AS FOLLOWS:1.

If

the said ........ Shares shall on or before the ..... day of ... 200..... for

such later date as shall be mutually agreed upon by the parties hereto not

after the ..... day of ..... 200.....) be offered by the company for

subscription by the public at par on the terms of such prospectus as aforesaid,

the underwriters shall on or before the closing of the subscription list apply

at par for the said ...... shares.The

said prospectus shall be issued in the form already approved by the

underwriters or with such modification, if any, as shall be mutually agreed

between the company and the underwriters.2. If on the closing of

the lists under the said prospectus the said ..... Shares shall be allotted in

respect of applications from the public the responsibility of the underwriters

is to cease and no allotment is to be made under this agreement but if the said

..... shares shall not be allotted to the public but any smaller number of such

shares is so allotted, the undertaking of the underwriters is to cease and no

allotment is to be made under this agreement but if the

said..............shares shall not be allotted to the public but any smaller

number of such shares is so allotted, the undertaking of the underwriters is to

stand for difference between the said.............shares and the number of the

shares allotted to the public.3. The company shall pay

to the underwriters in cash within........ days from the allotment of the said

shares a commission at the rate of ...........p.c. on the nominal value of the

shares.4. This agreement is to

be irrevocable on the part of the underwriters and is to be sufficient in

itself to authorise the company in the event of the underwriters not applying

for the said ...........shares to cause application to be made for such shares

or any part thereof in the name and on behalf of the underwriters in accordance

with the terms of the said prospectus and authorise the directors of company to

allot the said........shares of the company or any part thereof to the

underwriters (but subject to the provisions of this agreement) and in the event

of harmless and indemnified in respect of such application.IN

WITNESS WHEREOF,Signed

by the UnderwriterName

& SignatureSigned

by the authorised signatory of CompanyName

& SignatureName

& Signature of two witnesses