Form of Press Release eMagin Corporation (the “Company”) has entered into agreements, effective as of August 7, 2007 (the “Closing Date”), with Moriah Capital, L.P. (“Moriah”), pursuant to which the Company may borrow an amount not to exceed $2,500,000. Such funds may be drawn down by the Company in tranches of at least $25,000 up to five times each month. In connection with the transaction, the Company issued, executed and delivered to Moriah the following: · A Loan and Security Agreement; · A Secured Convertible Revolving Loan Note with a principal amount not to exceed $2,500,000; · A Loan Conversion Agreement; · A Securities Issuance Agreement pursuant to which the Company issued 162,500 shares of its common stock, which shares have an aggregate market value on the Closing Date of $195,000; · A Registration Rights Agreement; · An Intercreditor Agreement; and · A Post-Closing Agreement. Pursuant to the Loan and Security Agreement, the Company is permitted to borrow an amount not to exceed 90% of its eligible accounts (as defined in the agreements), net of all taxes, discounts, allowances and credits given or claimed, plus 50% of its eligible inventory capped at $600,000. As of August 9, 2007, pursuant to the Loan and Security Agreement, the Company has borrowed $607,500. The Company's obligations under the loans are secured by all of the assets of the Company, including but not limited to inventory and accounts receivable; provided, however, that Moriah’s lien on the collateral other than Accounts and Inventory (as such terms are defined in the agreements) are subject to the prior lien of the holders of the Company’s outstanding Amended and Restated 8% Senior Secured Convertible Notes Due 2008 in accordance with the terms of, and subject to the conditions set forth in the Intercreditor Agreement. The Loan and Security Agreement expires on August 7, 2008, but may be extended at the Company’s option for an additional one year period with the Company issuing additional shares of common stock to Moriah having an aggregate market value of $195,000 based on the average closing price of the Common Stock on the OTC Bulletin Board or such other trading market which such common stock is then listed or traded for the ten (10) trading days preceding the effective date of the extension of the initial term of the loan. Annual interest on the loans is equal to the greater of (i) the sum of (A) the Prime Rate as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and...
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Form of Press Release. HireRight Holdings Corporation [l] HireRight Holdings Corporation (the “Company”) announced today that Credit Suisse Securities (USA) LLC and Xxxxxxx Sachs & Co. LLC, the lead book-running managers in the Company’s recent public sale of [l] shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. [l], 2021 HireRight GIS Group Holdings LLC 000 Xxxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Credit Suisse Securities (USA) LLC Xxxxxxx Xxxxx & Co. LLC As Representative(s) of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000] Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Credit Suisse Securities (USA) LLC and Xxxxxxx Xxxxx & Co. LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with HireRight GIS Group Holdings LLC, a Delaware corporation (the “Company”) or its successor or parent entity following a corporate conversion or any substantially similar transaction as described under the caption “Corporate Conversion” in the Registration Statement and the final prospectus relating to the Public Offering (as defined below), providing for the public offering (the “Public Offering”) by the several Underwriters listed in Schedule 1 therein (the “Underwriters”) of shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably agrees that without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned will not, directly or indirectly (or cause any direct or indirect affiliate to), during the period specified in the following paragraph (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transf...
Form of Press Release. Archemix and Takeda to Enter into Collaboration for Discovery and Development of Aptamer Therapeutics CAMBRIDGE, Mass. and OSAKA, Japan – June 11, 2007 – Archemix Corp. (“Archemix”) and Takeda Pharmaceutical Company Limited (“Takeda”) announced today that both parties have signed a multi-year, three target agreement that focuses on the discovery, development, and commercialization of first-in-class aptamer-based therapeutics. Under the agreement, Archemix will receive an upfront payment of $6 million from Takeda to discover and generate product candidates to three disease-associated targets identified by Takeda, and Takeda will be granted an exclusive, worldwide right for research, development, manufacturing and commercialization for any resulting aptamer-based products. Archemix will also receive committed research funding and research and clinical development milestone payments for each target selected for therapeutic development. In addition, Archemix will earn royalties and milestones on worldwide sales of the developed aptamers commercialized by Takeda. Detailed financial terms were not disclosed. “Our alliance with Takeda is the sixth major partnership we have formed over within the past year and is a major step in the continued validation of aptamer therapeutics,” said Exxxx Xx Xxxxx, Ph.D., President and CEO, Archemix. “Takeda is an excellent partner for Archemix and this collaboration is a key component of successfully implementing our strategy of forming collaborations with multi national pharmaceutical companies to rapidly advance aptamer programs into clinical development.” “We are very impressed with Archemix’ track record of success in creating therapeutic aptamers,” said Dx. Xxxxxxxxx Xxxxxx, General manager of Pharmaceutical Research Division, Takeda. “Archemix is the leader in the discovery of aptamer therapeutics and we believe that, as a class, aptamers have the potential to create a new paradigm of treatments in a broad spectrum of diseases, and we believe this collaboration will surely contribute to enhancing our R&D pipeline as source for future growth of Takeda.” Aptamers are single-stranded nucleic acids that form well-defined three dimensional shapes, allowing them to bind target molecules in a manner that is conceptually similar to antibodies. Aptamers combine the optimal characteristics of small molecules and antibodies, including high specificity and affinity, chemical stability, low immunogenicity and the ability to target prot...
