Exhibit B-2 Sample Clauses

Exhibit B-2. Stock Certificate Questionnaire: Provide the information requested by the Stock Certificate Questionnaire.
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Exhibit B-2. Registration Statement Questionnaire: Provide the information requested by the Registration Statement Questionnaire.
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Exhibit B-2. Exhibit B-2 of the Interim Investors Agreement is hereby amended by Exhibit B-2 hereto.
Sample 1
Exhibit B-2. In form and substance agreed to between Xxxxxxx Law, PLLC and counsel to the Underwriters ____________________, 2021 Jefferies LLC Xxxxx and Company, LLC As Representatives of the Several Underwriters c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Celcuity Inc., (the “Company”) Ladies & Gentlemen: The undersigned is an owner of shares of common stock, par value $0.001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC (“Jefferies”) and Xxxxx and Company, LLC (“Cowen”) will act as the representatives of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this letter agreement. Those definitions are a part of this letter agreement. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (and will cause any Family Member not to), without the prior written consent of Jefferies and Cowen, which may withhold their consent in their sole discretion: · Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member, · enter into any Swap, · make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or · publicly announce any intention to do any of the foregoing. The foregoing will not apply to the regi...
Sample 1

Related to Exhibit B-2

  • Exhibit H Transfer Affidavit........................................... Exhibit I: Form of Transferor Certificate............................... Exhibit J: Form of Investment Letter (Non-Rule 144A).................... Exhibit K: Form of Rule 144A Letter..................................... Exhibit L: Form of Request for Release.................................. THIS POOLING AND SERVICING AGREEMENT, dated as of October 1, 2002, among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a Delaware corporation, as depositor (the "Depositor"), UBS WARBURG REAL ESTATE SECURITIES INC., a Delaware corporation, as transferor (the "Transferor"), WELLS FARGO BANK MINNESOTA, N.A., a national banking association, as maxxxx servicer (the "Master Servicer"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee").

  • Exhibit D TRADEMARK SECURITY AGREEMENT

  • Exhibit C Sector Membership Fishing Year 2015 (May 1, 2015 to April 30, 2016)

  • Exhibit F Provisions Addendum:

  • EXHIBIT E Contractor agrees to maintain business records documenting its compliance with the HSP and to submit a monthly compliance report to University in the format required by the Statewide Procurement and Statewide Support Services Division of the Texas Comptroller of Public Accounts or successor entity (collectively, SPSS). Submission of compliance reports will be required as a condition for payment under this Agreement. If University determines that Contractor has failed to subcontract as set out in the HSP, University will notify Contractor of any deficiencies and give Contractor an opportunity to submit documentation and explain why the failure to comply with the HSP should not be attributed to a lack of good faith effort by Contractor. If University determines that Contractor failed to implement the HSP in good faith, University, in addition to any other remedies, may report nonperformance to the SPSS in accordance with 34 TAC §§20.285(g)(5), 20.585 and 20.586. University may also revoke this Agreement for breach and make a claim against Contractor.

  • Exhibit B INSURANCE

  • Exhibit I Project Description.

  • Exhibit Exhibit A is hereby deleted in its entirety and replaced with the new Exhibit A attached hereto, which reflects the addition of the Series E Preferred to the Agreement.

  • Exhibit A The Collateral consists of all of Borrower’s right, title and interest in and to the following: All goods, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles (including payment intangibles), accounts (including health-care receivables), documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All Borrower’s books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any copyrights (including computer programs, blueprints and drawings), copyright applications, copyright registration and like protection in each work of authorship and derivative work thereof, whether published or unpublished, now owned or hereafter acquired; any design rights; any patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, trademarks, servicemarks and applications therefor, whether registered or not; or any Intellectual Property, except that the Collateral shall include all accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. I, an authorized officer of TINTRI, INC. (“Borrower”) certify under the Loan and Security Agreement (as amended, the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”) as follows for the period ending (all capitalized terms used herein shall have the meaning set forth in this Agreement): Each Financed Receivable is an Eligible Account; Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable; The correct amount is on the Invoice Transmittal and is not disputed; Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral. No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

  • Exhibit 1 Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following: Vanguard Admiral Funds Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund Vanguard Bond Index Funds Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund Vanguard Charlotte Funds Vanguard Global Credit Bond Fund Vanguard Xxxxxxx Funds Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund Vanguard Target Retirement 2020 Fund Vanguard Target Retirement 2025 Fund Vanguard Target Retirement 2030 Fund Vanguard Target Retirement 2035 Fund Vanguard Target Retirement 2040 Fund Vanguard Target Retirement 2045 Fund Vanguard Target Retirement 2050 Fund Vanguard Target Retirement 2055 Fund Vanguard Target Retirement 2060 Fund Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund Vanguard Fixed Income Securities Funds Vanguard GNMA Fund Vanguard Real Estate II Index Fund Vanguard Horizon Funds Vanguard International Core Stock Fund Vanguard Index Funds Vanguard Extended Market Index Fund Vanguard Mid-Cap Growth Index Fund Vanguard Mid-Cap Index Fund Vanguard Mid-Cap Value Index Fund Vanguard Small-Cap Growth Index Fund Vanguard Small-Cap Index Fund Vanguard Small-Cap Value Index Fund Vanguard Total Stock Market Index Fund Vanguard International Equity Index Funds Vanguard Emerging Markets Stock Index Fund Vanguard Malvern Funds Vanguard Core Bond Fund Vanguard Institutional Intermediate-Term Bond Fund Vanguard Institutional Short-Term Bond Fund Vanguard Scottsdale Funds Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF Vanguard Total World Bond ETF Vanguard Specialized Funds Vanguard Global Capital Cycles Fund Vanguard Real Estate Index Fund Vanguard Global ESG Select Stock Fund Vanguard STAR Funds Vanguard LifeStrategy Conservative Growth Fund Vanguard LifeStrategy Growth Fund Vanguard LifeStrategy Income Fund Vanguard LifeStrategy Moderate Growth Fund Vanguard STAR Fund Vanguard Total International Stock Index Fund Vanguard Tax-Managed Funds Vanguard Tax-Managed Balanced Fund Vanguard Tax-Managed Small-Cap Fund Vanguard Trustees' Equity Fund Vanguard Diversified Equity Fund Vanguard International Value Fund Vanguard Valley Forge Funds Vanguard Balanced Index Fund Vanguard Managed Payout Fund Vanguard Variable Insurance Funds Conservative Allocation Portfolio Equity Index Portfolio Global Bond Index Portfolio Mid-Cap Index Portfolio Moderate Allocation Portfolio REIT Index Portfolio Total International Stock Market Index Portfolio Total Stock Market Index Portfolio Vanguard Wellington Fund Vanguard Wellington Fund Vanguard Whitehall Funds Vanguard High Dividend Yield Index Fund Vanguard International Explorer Fund Vanguard World Fund Vanguard Extended Duration Treasury Index Fund Vanguard Global Wellesley Income Fund Vanguard Global Wellington Fund Vanguard ESG US Stock ETF Vanguard ESG International Stock ETF Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions: Vanguard Xxxxxxx Funds Vanguard PRIMECAP Fund Vanguard Explorer Fund Vanguard Explorer Fund Vanguard Fenway Funds Vanguard Equity Income Fund Vanguard PRIMECAP Core Fund Vanguard Horizon Funds Vanguard Capital Opportunity Fund Vanguard Global Equity Fund Vanguard Strategic Equity Fund Vanguard Strategic Small-Cap Equity Fund Vanguard Index Funds Vanguard Extended Market Index Fund Vanguard 500 Index Fund Vanguard Large-Cap Index Fund Vanguard Mid-Cap Index Fund Vanguard Small Cap Growth Index Fund Vanguard Small Cap Value Index Fund Vanguard Value Index Fund Vanguard Institutional Index Funds Vanguard Institutional Index Fund Vanguard Institutional Total Stock Market Index Fund Vanguard Malvern Funds Vanguard Capital Value Fund Vanguard U.S. Value Fund Vanguard Xxxxxx Growth Fund Vanguard Xxxxxx Growth Fund Vanguard Quantitative Funds Vanguard Growth and Income Fund Vanguard Structured Broad Market Fund Vanguard Structured Large-Cap Equity Fund Vanguard Scottsdale Funds Vanguard Explorer Value Fund Vanguard Xxxxxxx 1000 Index Fund Vanguard Xxxxxxx 1000 Value Index Fund Vanguard Xxxxxxx 1000 Growth Index Fund Vanguard Xxxxxxx 2000 Index Fund Vanguard Xxxxxxx 2000 Value Index Fund Vanguard Xxxxxxx 2000 Growth Index Fund Vanguard Xxxxxxx 3000 Index Fund Vanguard Specialized Funds Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard Real Estate Index Fund Vanguard Trustees' Equity Fund Vanguard International Value Fund Vanguard Variable Insurance Funds Vanguard Balanced Portfolio Vanguard Capital Growth Portfolio Vanguard Diversified Value Portfolio Vanguard Equity Income Portfolio Vanguard Equity Index Portfolio Vanguard Growth Portfolio Vanguard Mid-Cap Index Portfolio Vanguard REIT Index Portfolio Vanguard Small Company Growth Portfolio Vanguard International Portfolio Vanguard Whitehall Funds Vanguard Global Minimum Volatility Fund Vanguard High Dividend Yield Index Fund Vanguard Mid-Cap Growth Fund Vanguard Selected Value Fund Vanguard Windsor Funds Vanguard Windsor Fund Vanguard Windsor II Fund Vanguard World Fund Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard FTSE Social Index Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap Index Fund Vanguard Mega Cap Growth Index Fund Vanguard Mega Cap Value Index Fund Vanguard Communication Services Index Fund Vanguard U.S. Growth Fund Vanguard Utilities Index Fund

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