Number of Option Shares. if Maximum Option Exercised Advest, Inc. Total 1,250,000 187,500 EXHIBIT A FORM OF LOCK-UP AGREEMENT BANCSHARES OF FLORIDA, INC. LOCK-UP AGREEMENT , 2004 Advest, Inc. as Representative of the Several Underwriters named in Schedule I to the Underwriting Agreement Xxx Xxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, Advest, Inc., as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Bancshares of Florida, Inc. (the “Company”) providing for the public offering (the “Public Offering”) by the Underwriters of common stock of the Company (the “Common Stock”) pursuant to the Company’s Registration Statement on Form SB-2 (the “Registration Statement”). In consideration of the Underwriting Agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees, for a period of 180 days after the effective date of the Registration Statement (the “Lock-Up Period”), not to sell, offer to sell, solicit an offer to buy, contract to sell, distribute, pledge or encumber, grant any option for the sale of, or otherwise transfer or dispose of, directly or indirectly, in one or a series of transactions (collectively, a “Disposition”), any shares of Common Stock or any securities convertible or exercisable into or exchangeable for shares of Common Stock (collectively, “Securities”), now owned or hereafter acquired by the undersigned or with respect to which the undersigned has acquired or hereafter acquires the power of disposition, without the prior written consent of the Representative. Prior to the expiration of the Lock-Up Period, the undersigned agrees that it will not announce or disclose any intention to do anything after the expiration of such period which the undersigned is prohibited, as provided in the preceding sentence, from doing during the Lock-Up Period. In addition, for the benefit of the Company and the Underwriters, the undersigned hereby (i) waives any right it may have to cause the Company to register pursuant to the Securities Act of 1933, as amended, any shares of Common Stock now owned or hereafter acquired or received by the undersigned as a result of the Public Offering and (ii) during the Lock-Up Period, agrees not to exercise any such registration rights and further agrees that the Company shall not be obligated to register any shares in violation of the Underwriting Agreement. The undersigned acknowledges and agrees that the restrictions above are expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Securities (or the economic equivalent thereof) during the Lock-Up Period even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities. The undersigned hereby also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of the Securities held by the undersigned except in compliance with the Lock-Up Agreement. It is understood that, if the Underwriting Agreement is not executed, or if the Underwriting Agreement shall terminate or be terminated prior to payment for and delivery of the Common Stock the subject thereof, this Lock-Up Agreement shall automatically terminate and be of no further force or effect. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to its conflict of laws provisions). Very truly yours, Name
Appears in 2 contracts
Samples: Underwriting Agreement (Bancshares of Florida Inc), Underwriting Agreement (Bancshares of Florida Inc)
Number of Option Shares. if Maximum Number of Representative’s Warrants: Public Offering Price per Firm Share: $ Price per Option Exercised Advest, Inc. Total 1,250,000 187,500 Share: $ Exercise Price of Representative’s Warrant $ Underwriting Discount per Firm Share: $ Underwriting Discount per Option Share: $ Non-accountable expense allowance per Firm Share: $ Non-accountable expense allowance per Option Share: $ SCHEDULE III Subsidiaries None. EXHIBIT A FORM OF LOCKForm of Lock-UP AGREEMENT BANCSHARES OF FLORIDAUp Agreement _____, INC. LOCK-UP AGREEMENT , 2004 Advest, Inc. as Representative of the Several Underwriters named in Schedule I to the Underwriting Agreement Xxx Xxxxxxxxxxx Xxxxx2021 Aegis Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that you, Advest, Inc., as representative Aegis Capital Corp. (the “Representative”) of the several underwriters named therein (the “Underwriters”), propose proposes to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Bancshares of FloridaMaris-Tech Ltd., Inc. an Israeli company (the “Company”) ), providing for the public offering (the “Public Offering”) by the Underwriters of common stock ordinary shares, no par value, of the Company (the “Common Stock”) pursuant to the Company’s Registration Statement on Form SB-2 (the “Registration StatementOrdinary Shares”). In consideration of To induce the Underwriting Agreement Representative to purchase and make continue its efforts in connection with the Public Offering of the Common Stock, and for other good and valuable consideration, receipt of which is hereby acknowledgedOffering, the undersigned hereby agreesagrees that, for a without the prior written consent of the Representative, the undersigned will not, during the period of 180 commencing on the date hereof and ending one hundred twenty (120) days after the effective date of the Registration Statement on Form F-1 relating to the Public Offering (the “Lock-Up Period”), not to (1) offer, pledge, sell, offer to sell, solicit an offer to buy, contract to sell, distributegrant, pledge or encumber, grant any option for the sale oflend, or otherwise transfer or dispose of, directly or indirectly, in one or a series of transactions (collectively, a “Disposition”), any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable into or exchangeable for shares of Common Stock (collectivelyOrdinary Shares, “Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has acquired or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative. Prior Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the expiration foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made during the Lock-Up Period; (f) the receipt by the undersigned from the Company of Ordinary Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Ordinary Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer or withholding of Ordinary Shares or any securities convertible into Ordinary Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares during the Lock-Up Period, the undersigned agrees shall include a statement in such schedule or report to the effect that it will not announce or disclose any intention to do anything after the expiration purpose of such period transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is prohibited, as provided in the preceding sentence, from doing during the Lock-Up Period. In addition, for the benefit required to file a report under Section 13 or Section 16(a) of the Company and the Underwriters, the undersigned hereby (i) waives any right it may have to cause the Company to register pursuant to the Securities Exchange Act reporting a reduction in beneficial ownership of 1933, as amended, any shares of Common Stock now owned or hereafter acquired or received by the undersigned as a result of the Public Offering and (ii) Ordinary Shares during the Lock-Up Period, agrees not to exercise any the undersigned shall include a statement in such registration rights and further agrees that schedule or report describing the Company shall not be obligated to register any shares in violation purpose of the Underwriting Agreement. The undersigned acknowledges and agrees transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the restrictions above are expressly agreed to preclude the holder transfer of the Lock-Up Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Securities (or the economic equivalent thereof) during the Lock-Up Period even and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities would may be disposed made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by someone other than operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the undersigned. Such prohibited hedging transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock- Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other transactions would includesimilar transaction made to all holders of the Ordinary Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, without limitationmerger, any short sale consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (whether or not against j) above, “change of control” shall mean the box) or any purchase, sale or grant consummation of any right bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (includingas defined in Section 13(d)(3) of the Exchange Act), without limitationor group of persons, any put or call optionbecomes the beneficial owner (as defined in Rules 13d-3 and 13d- 5 of the Exchange Act) with respect to any Securities or with respect to any security (other than of a broad-based market basket or index) that includes, relates to or derives any significant part majority of its value from total voting power of the Securitiesvoting stock of the Company. The undersigned hereby also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities held by the undersigned except in compliance with this lock-up agreement. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) Business Days (as defined in the Underwriting Agreement) before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up AgreementSecurities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) Business Days before the effective date of the release or waiver. It Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) Business Days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is understood effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executedexecuted by all parties thereto by November , 2021 or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock the subject thereofOrdinary Shares to be sold thereunder, then this Locklock-Up Agreement up agreement shall automatically terminate be void and be of no further force or effect. This Lock-Up Agreement shall Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be governed by made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and construed in accordance with the laws of the State of New York (without giving effect to its conflict of laws provisions)Representative. Very truly yours, Name(Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT B Form of Lock-Up Waiver [●], 202[●] [NAME AND ADDRESS] Re: Lock-Up Agreement Waiver Ladies and Gentlemen: [Pursuant to Section 7(j) of the Underwriting Agreement, dated [●], 2021 (the “Underwriting Agreement”), among Maris-Tech Ltd., an Israeli company (the “Company”), and Aegis Capital Corp. (the “Representative”), as representative of the several underwriters named therein (together with the Representative, the “Underwriters”) and the Lock-Up Agreement, dated [●], 2021 (the “Lock-Up Agreement”), between you and the Representative relating to the Company’s ordinary shares, no par value per share (the “Shares”), the Representative hereby gives its consent to allow you to sell up to [●] Shares [solely from and including [DATE] to and including [DATE]].] [Pursuant to Section 7(k) of the Underwriting Agreement, the Representative hereby gives its consent to allow the Company to issue and sell up to [●] Shares pursuant to an offering of the Shares to commence prior to the expiration of the Lock-Up Period as defined in the Underwriting Agreement[, provided that such offering closes on or prior to [●]].] [Signature Page Follows] EXHIBIT C Form of Lock-Up Waiver Press Release MARIS-TECH LTD. [Date] Maris-Tech Ltd., an Israeli company (the “Company”), announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of shares of the Company’s ordinary shares, is [waiving] [releasing] a lock-up restriction with respect to the Company’s ordinary shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. EXHIBIT D Certificate of the Company’s Chief Financial Officer Officer’s Certificate [●], 2021 I, Xxxxx Xxxxx, Chief Financial Officer of Maris-Tech Ltd., an Israeli company (the “Company”), solely in such capacity and not in my individual capacity, do hereby certify that this certificate is being delivered by me pursuant to Section 7(g) of that certain Underwriting Agreement (the “Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement), dated [●], 2021, by and between the Company and Aegis Capital Corp. and do hereby further certify on behalf of the Company that:
Appears in 2 contracts
Samples: Underwriting Agreement (Maris Tech Ltd.), Underwriting Agreement (Maris Tech Ltd.)
Number of Option Shares. if Maximum Public Offering Price per Firm Share or Option Exercised AdvestShare, Inc. Total 1,250,000 187,500 as applicable: $ Underwriting Discount per Firm Share or Option Share, as applicable: $ Non-Accountable Expense Allowance per Firm Share or Option Share, as applicable: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications EXHIBIT A FORM OF LOCKForm of Representative’s Warrant EXHIBIT B Form of Lock-UP AGREEMENT BANCSHARES OF FLORIDAUp Agreement __________, INC. LOCK-UP AGREEMENT 202__ Boustead Securities, 2004 AdvestLLC 6 Xxxxxxx, Inc. as Representative of the Several Underwriters named in Schedule I to the Underwriting Agreement Xxx Xxxxxxxxxxx XxxxxXxxxx 000 Irvine, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 CA 92618 Ladies and Gentlemen: The undersigned understands that youThis Lock-Up Agreement (this “Agreement”) is being delivered to Boustead Securities, Advest, Inc., as representative LLC (the “RepresentativeUnderwriter”) of in connection with the several underwriters named therein (the “Underwriters”), propose to enter into an underwriting agreement proposed Underwriting Agreement (the “Underwriting Agreement”) with Bancshares of Floridabetween Mangoceuticals, Inc. Inc., a Texas corporation (the “Company”) providing for ), and the Underwriter, relating to the proposed public offering (the “Public Offering”) by the Underwriters of common stock of the Company stock, par value $0.0001 per share (the “Common Stock”) pursuant to ), of the Company’s Registration Statement on Form SB-2 (the “Registration Statement”). In consideration order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the Underwriting Agreement to purchase and make benefits that the Public Offering offering of the shares of Common StockStock will confer upon the undersigned in the capacity as an executive officer, director and/or 5% or greater shareholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agreesagrees with the Underwriter that, for a during the period beginning on and including the date of 180 days this Agreement through and including the date that is the 90th day after the date the registration statement for the Offering is declared effective date of by the Registration Statement Securities and Exchange Commission (the “Lock-Up Period”), not to the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, sell, offer to sellassign, solicit an offer to buytransfer, pledge, contract to sell, distribute, pledge or encumber, grant any option for the sale otherwise dispose of, or announce the intention to otherwise transfer or dispose of, directly or indirectly, in one or a series of transactions (collectively, a “Disposition”), any shares of Common Stock or any securities convertible or exercisable into or exchangeable for shares of Common Stock (collectively, “Securities”), now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, the Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, without the prior written consent or (iii) engage in any short selling of the Representativeshares of Common Stock. Prior If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the undersigned agrees Company announces that it will not announce release earnings results or disclose any intention becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to do anything after apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such period which material news or material event, as applicable, unless the Underwriter waives, in writing, such extension. If the undersigned is prohibitedan executive officer or director of the Company, as provided (i) the Underwriter agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Underwriter will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the preceding sentenceUnderwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such executive officer or director shall only be effective two (2) business days after the publication date of such press release; provided, from doing during that such press release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. In addition, The provisions of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the benefit duration that such terms remain in effect at the time of such transfer. The restrictions set forth in the Company and the Underwriters, the undersigned hereby (i) waives any right it may have to cause the Company to register pursuant to the Securities Act of 1933, as amended, any shares of Common Stock now owned or hereafter acquired or received by the undersigned as a result of the Public Offering and (ii) during the Lock-Up Period, agrees not to exercise any such registration rights and further agrees that the Company immediately preceding paragraph shall not be obligated to register any shares in violation of the Underwriting Agreement. The undersigned acknowledges and agrees that the restrictions above are expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Securities (or the economic equivalent thereof) during the Lock-Up Period even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities. The undersigned hereby also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of the Securities held by the undersigned except in compliance with the Lock-Up Agreement. It is understood that, if the Underwriting Agreement is not executed, or if the Underwriting Agreement shall terminate or be terminated prior to payment for and delivery of the Common Stock the subject thereof, this Lock-Up Agreement shall automatically terminate and be of no further force or effect. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to its conflict of laws provisions). Very truly yours, Nameapply to:
Appears in 1 contract
Number of Option Shares. if Maximum Number of Option Exercised Advest, Inc. Total 1,250,000 187,500 Warrants Number of Underwriter’s Warrants: Public Offering Price per Closing Unit: $ Public Price per Option Share: $ Price per Option Warrant: $ Exercise Price her Warrant per whole share $ Exercise Price of Underwriter’s Warrant $ Underwriting Discount per Closing Unit: $ Underwriting Discount per Option Share: $ Non-accountable expense allowance per Closing Unit: $ SCHEDULE III Subsidiaries None. EXHIBIT A FORM OF LOCKForm of Lock-UP AGREEMENT BANCSHARES OF FLORIDAUp Agreement _____, INC. LOCK-UP AGREEMENT , 2004 Advest, Inc. as Representative of the Several Underwriters named in Schedule I to the Underwriting Agreement Xxx Xxxxxxxxxxx Xxxxx2022 Aegis Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that you, Advest, Inc., as representative Aegis Capital Corp. (the “Representative”) of the several underwriters named therein (the “UnderwritersUnderwriter”), propose proposes to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Bancshares of FloridaRail Vision Ltd., Inc. an Israeli company (the “Company”) ), providing for the public offering (the “Public Offering”) by the Underwriters of common stock [●] units (each, a “Closing Unit”), with each Closing Unit consisting of one ordinary share, no par value per share, of the Company (the “Common StockOrdinary Shares”) pursuant and one warrant to the Company’s Registration Statement on Form SB-2 purchase one Ordinary Share (the “Registration StatementWarrant”). In consideration of To induce the Underwriting Agreement Underwriter to purchase and make continue its efforts in connection with the Public Offering of the Common Stock, and for other good and valuable consideration, receipt of which is hereby acknowledgedOffering, the undersigned hereby agreesagrees that, for a without the prior written consent of the Underwriter, the undersigned will not, during the period of 180 commencing on the date hereof and ending one hundred eighty (180) days after the effective date of the Registration Statement on Form F-1 relating to the Public Offering (the “Lock-Up Period”), not to (1) offer, pledge, sell, offer to sell, solicit an offer to buy, contract to sell, distributegrant, pledge or encumber, grant any option for the sale oflend, or otherwise transfer or dispose of, directly or indirectly, in one or a series of transactions (collectively, a “Disposition”), any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable into or exchangeable for shares of Common Stock (collectivelyOrdinary Shares, “Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has acquired or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative. Prior Underwriter in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the expiration foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Underwriter a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made during the Lock-Up Period; (f) the receipt by the undersigned from the Company of Ordinary Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Ordinary Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer or withholding of Ordinary Shares or any securities convertible into Ordinary Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares during the Lock-Up Period, the undersigned agrees shall include a statement in such schedule or report to the effect that it will not announce or disclose any intention to do anything after the expiration purpose of such period transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is prohibited, as provided in the preceding sentence, from doing during the Lock-Up Period. In addition, for the benefit required to file a report under Section 13 or Section 16(a) of the Company and the Underwriters, the undersigned hereby (i) waives any right it may have to cause the Company to register pursuant to the Securities Exchange Act reporting a reduction in beneficial ownership of 1933, as amended, any shares of Common Stock now owned or hereafter acquired or received by the undersigned as a result of the Public Offering and (ii) Ordinary Shares during the Lock-Up Period, agrees not to exercise any the undersigned shall include a statement in such registration rights and further agrees that schedule or report describing the Company shall not be obligated to register any shares in violation purpose of the Underwriting Agreement. The undersigned acknowledges and agrees transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the restrictions above are expressly agreed to preclude the holder transfer of the Lock-Up Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Securities (or the economic equivalent thereof) during the Lock-Up Period even and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities would may be disposed made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by someone other than operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the undersigned. Such prohibited hedging transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock- Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other transactions would includesimilar transaction made to all holders of the Ordinary Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, without limitationmerger, any short sale consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (whether or not against j) above, “change of control” shall mean the box) or any purchase, sale or grant consummation of any right bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (includingas defined in Section 13(d)(3) of the Exchange Act), without limitationor group of persons, any put or call optionbecomes the beneficial owner (as defined in Rules 13d-3 and 13d- 5 of the Exchange Act) with respect to any Securities or with respect to any security (other than of a broad-based market basket or index) that includes, relates to or derives any significant part majority of its value from total voting power of the Securitiesvoting stock of the Company. The undersigned hereby also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities held by the undersigned except in compliance with this lock-up agreement. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” securities that the undersigned may purchase in the Public Offering; (ii) the Underwriter agrees that, at least three (3) Business Days (as defined in the Underwriting Agreement) before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up AgreementSecurities, the Underwriter will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) Business Days before the effective date of the release or waiver. It Any release or waiver granted by the Underwriter hereunder to any such officer or director shall only be effective two (2) Business Days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is understood effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Underwriter are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed, executed by all parties thereto by [●] ,2022 or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock the subject thereofOrdinary Shares to be sold thereunder, then this Locklock-Up Agreement up agreement shall automatically terminate be void and be of no further force or effect. This Lock-Up Agreement shall Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be governed by made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and construed in accordance with the laws of the State of New York (without giving effect to its conflict of laws provisions)Underwriter. Very truly yours, Name(Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT B Form of Lock-Up Waiver [●], 202[●] [NAME AND ADDRESS] Re: Lock-Up Agreement Waiver Ladies and Gentlemen: [Pursuant to Section 7(j) of the Underwriting Agreement, dated [●], 2022 (the “Underwriting Agreement”), among Rail Vision Ltd., an Israeli company (the “Company”), and Aegis Capital Corp. (the “Underwriter”), and the Lock-Up Agreement, dated [●], 2022 (the “Lock-Up Agreement”), between you and the Underwriter relating to the Company’s ordinary shares, no par value per share (the “Shares”), the Underwriter hereby gives its consent to allow you to sell up to [●] Shares [solely from and including [DATE] to and including [DATE]].] [Pursuant to Section 7(k) of the Underwriting Agreement, the Underwriter hereby gives its consent to allow the Company to issue and sell up to [●] Shares pursuant to an offering of the Shares to commence prior to the expiration of the Lock-Up Period as defined in the Underwriting Agreement[, provided that such offering closes on or prior to [●]].] [Signature Page Follows] EXHIBIT C Form of Lock-Up Waiver Press Release RAIL VISION LTD. [Date] Rail Vision Ltd., an Israeli company (the “Company”), announced today that Aegis Capital Corp., acting as Underwriter in the Company’s recent public offering of shares of the Company’s ordinary shares, is [waiving] [releasing] a lock-up restriction with respect to the Company’s ordinary shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. EXHIBIT D Certificate of the Company’s Chief Executive Officer Officer’s Certificate [●], 2022 I, Shahar Hania, Chief Executive Officer of Rail Vision Ltd., an Israeli company (the “Company”), solely in such capacity and not in my individual capacity, do hereby certify that this certificate is being delivered by me pursuant to Section 7(g) of that certain Underwriting Agreement (the “Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement), dated [●], 2022, by and between the Company and Aegis Capital Corp. and do hereby further certify on behalf of the Company that:
Appears in 1 contract
Number of Option Shares. if Maximum Option Exercised Advest, Inc. Total 1,250,000 187,500 SCHEDULE V ISSUER FREE WRITING PROSPECTUSES – ROAD SHOW MATERIALS [●] SCHEDULE VI ISSUER FREE WRITING PROSPECTUS EXHIBIT A FORM OF LOCK-UP LETTER AGREEMENT BANCSHARES OF FLORIDABarclays Capital Inc. UBS Securities LLC, INC. LOCK-UP AGREEMENT , 2004 Advest, Inc. as Representative As Representatives of the Several several Underwriters named in Schedule I to I, c/o Barclays Capital Inc. 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o UBS Securities LLC 1285 Avenue of the Underwriting Agreement Xxx Xxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxx Americas Nxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, Advest, Inc., as representative (the “Representative”) of the several underwriters named therein you and certain other firms (the “Underwriters”), ) propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Bancshares providing for the purchase by the Underwriters of Floridaa certain number of shares (the “Shares”) of Ordinary Shares, Inc. par value NIS 0.01 per share (the “Ordinary Shares”), of InMode Ltd., a company organized under the laws of the State of Israel (the “Company”) providing for ), and that the Underwriters propose to reoffer the Shares to the public offering (the “Public Offering”) by the Underwriters of common stock of the Company (the “Common Stock”) pursuant to the Company’s Registration Statement on Form SB-2 (the “Registration Statement”). In consideration of the execution of the Underwriting Agreement to purchase and make by the Public Offering of the Common StockUnderwriters, and for other good and valuable consideration, receipt the undersigned hereby irrevocably agrees that, without the prior written consent of which is hereby acknowledgedBarclays Capital Inc., on behalf of the Underwriters, the undersigned hereby agreeswill not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Ordinary Shares (including, without limitation, shares of Ordinary Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and Ordinary Shares that may be issued upon exercise of any options or securities convertible into or exercisable or exchangeable for Ordinary Shares, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares or any other securities of the Company, or (4) publicly disclose the intention to do any of the foregoing for a period of 180 days commencing on the date hereof and ending on the 180th day after the effective date of the Registration Statement Prospectus relating to the Offering (such 180-day period, the “Lock-Up Period”). The foregoing paragraph shall not apply to (a) transactions relating to Ordinary Shares or other securities acquired in the open market after the completion of the Offering, not (b) bona fide gifts, sales or other dispositions of shares of any class of the Company’s capital stock, (c) the exercise of share options granted pursuant to sellthe Company’s share option/incentive plans or otherwise outstanding on the date the Underwriting Agreement is entered into; provided, offer that the restrictions shall apply to sellOrdinary Shares issued upon such exercise or conversion, solicit an offer to buy(d) the establishment of any contract, contract to sellinstruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Securities Exchange Act of 1934, distributeas amended (the “Exchange Act”); provided, pledge however, that no sales of Ordinary Shares or encumber, grant any option for the sale ofsecurities convertible into, or otherwise transfer or dispose of, directly or indirectly, in one or a series of transactions (collectively, a “Disposition”), any shares of Common Stock or any securities convertible exchangeable or exercisable into or exchangeable for shares of Common Stock (collectivelyfor, “Securities”)Ordinary Shares, now owned or hereafter acquired by the undersigned or with respect shall be made pursuant to which the undersigned has acquired or hereafter acquires the power of disposition, without the a Rule 10b5-1 Plan prior written consent of the Representative. Prior to the expiration of the Lock-Up PeriodPeriod (as the same may be extended pursuant to the provisions hereof); provided further, that the Company is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange Act during the lock-up period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan, (e) any transfer to a trust for the direct or indirect benefit of the undersigned agrees that it will not announce or disclose any intention to do anything after the expiration immediate family of such period which the undersigned, (f) if the undersigned is prohibitednot an individual, as any transfer or pledge to the undersigned’s subsidiaries, affiliates or any investment fund or other entity controlled or managed by, or under common control or management with, the undersigned; provided that it shall be a condition to any transfer pursuant to clauses (b), (e) and (f) that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, from doing and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the 180-day period referred to above, (g) any transfer to the Company solely to satisfy tax withholding obligations in connection with share options granted pursuant to the Company’s share option/incentive plans or otherwise outstanding on the date the Underwriting Agreement is entered into; provided that any such plan is referred to in the Prospectus relating to the Offering, (h) any transfer by will or intestacy to the undersigned’s legal representative, heir or legatee, (i) if the undersigned is not an individual, any transfer to members, limited partners or stockholders of the undersigned and (j) any demands or requests for, exercise any right with respect to, or take any action in preparation of, the registration by the Company under the Act of the undersigned’s Ordinary Shares, provided that no transfer of the undersigned’s Ordinary Shares registered pursuant to the exercise of any such right and no registration statement shall be filed under the Act with respect to any of the undersigned’s Ordinary Shares during the Lock-Up Period. In additionIf the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing provisions shall be equally applicable to any issuer-directed Shares, as referred to in FINRA Rule 5131(d)(2)(A) that the undersigned may purchase in the Offering pursuant to an allocation of Shares that is directed in writing by the Company, (ii) Barclays Capital Inc. agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Ordinary Shares, Barclays Capital Inc. will notify the Company of the impending release or waiver and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service (as referred to in FINRA Rule 5131(d)(2)(B)) at least two business days before the effective date of the release or waiver. Any release or waiver granted by Barclays Capital Inc. hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the benefit duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters, the undersigned hereby (i) waives any right it may have to cause the Company to register pursuant to the Securities Act of 1933, as amended, any shares of Common Stock now owned or hereafter acquired or received by the undersigned as a result of the Public Offering and (ii) during the Lock-Up Period, agrees not to exercise any such registration rights and further agrees that the Company shall not be obligated to register any shares in violation of the Underwriting Agreement. The undersigned acknowledges and agrees that the restrictions above are expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Securities (or the economic equivalent thereof) during the Lock-Up Period even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities. The undersigned hereby also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of the Securities held by the undersigned except in compliance with the Lock-Up Agreement. It is understood that, if the Underwriting Agreement is not executed, or if the Underwriting Agreement shall terminate or be terminated prior to payment for and delivery of the Common Stock the subject thereof, this Lock-Up Agreement shall automatically terminate and be of no further force or effect. This Lock-Up Letter Agreement shall be governed by and construed in accordance automatically terminate upon the earliest to occur, if any, of (1) the Company notifies the Underwriters that it does not intend to proceed with the laws Offering; (2) the termination of the State Underwriting Agreement before the sale of New York any Shares to the Underwriters; or (without giving effect 3) December 31, 2019, in the event that the Underwriting Agreement has not been executed by that date. The undersigned hereby represents and warrants that the undersigned has full power and authority to its conflict enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of laws provisions)the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, By: Name: Title: Dated: _______________ EXHIBIT B
Appears in 1 contract
Samples: Underwriting Agreement (InMode Ltd.)
Number of Option Shares. if Maximum Number of Representative’s Warrants Public Offering Price per Firm Share $ Exercise Price of Representative’s Warrant $ Public Offering Price per Option Exercised AdvestShare $ Underwriting Discount per Firm Share $ Underwriting Discount per Option Share $ Non-accountable expense allowance per Firm Share $ Non-accountable expense allowance per Option Share $ Trade Date [ ], Inc. Total 1,250,000 187,500 EXHIBIT 2021 Settlement Date [ ], 2021 Exhibit A FORM OF LOCK-UP AGREEMENT BANCSHARES OF FLORIDA__________, INC. LOCK-UP AGREEMENT 2021 Aegis Capital Corp., 2004 Advest, Inc. as As Representative of the Several Underwriters named in Schedule I to the Underwriting Agreement Xxx Xxxxxxxxxxx Xxxxx, 00xx Xxxxx 800 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Initial Public Offering of Cingulate Inc. Ladies and Gentlemen: The undersigned understands that you, Advest, Inc., as representative (the “Representative”) Representative of the several underwriters named therein (the “Underwriters”), propose to enter into an underwriting agreement Underwriting Agreement (the “Underwriting Agreement”) with Bancshares of Floridathe Cingulate Inc., Inc. a Delaware corporation (the “Company”) ), providing for the Company’s initial public offering (the “Public Offering”) by the several Underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”) of common stock of the Company Company, par value $0.0001 per share (the “Common StockSecurities”) pursuant to the Company’s Registration Statement a registration statement on Form SB-2 S-1 filed with the Securities and Exchange Commission (the “Registration StatementSEC”). Capitalized terms used but not defined herein shall have the meaning assigned to it in the Underwriting Agreement. In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to purchase and make proceed with the Public Offering of the Common StockSecurities, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agreesagrees that, for a without the prior written consent of the Representative (the “Requisite Consent”), the undersigned will not, during the period of ending 180 days after the effective date of the Registration Statement Firm Shares Closing Date (the “Lock-Up Period”), not directly or indirectly (1) offer, pledge, assign, encumber, announce the intention to sell, offer to sell, solicit an offer to buy, contract to sell, distributesell any option or contract to purchase, pledge purchase any option or encumbercontract to sell, grant any option for the sale ofoption, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectlyany equity securities of the Company, in one or a series of transactions (collectivelyInterests and Securities, a “Disposition”), any shares of Common Stock or any securities convertible into or exercisable into or exchangeable for shares equity securities of Common Stock the Company (collectively, “Related Securities”) owned either of record or beneficially (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), now owned ) by the undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities or Related Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Securities or such other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing. In addition, the undersigned or with respect to which the undersigned has acquired or hereafter acquires the power of dispositionagrees that, without the prior written consent of the Representative. Prior to , the expiration of undersigned will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the undersigned agrees that it will registration of any Securities or any Related Securities. The foregoing shall not announce apply to (a) transactions relating to securities acquired in the Offering or disclose any intention to do anything in open market transactions after the expiration completion of such period which the undersigned is prohibitedOffering, as provided in that no filing under Section 16(a) of the preceding sentence, from doing Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period. In additionPeriod in connection with subsequent sales of such securities acquired in the Offering or in such open market transactions; (b) transfers of Securities or any Related Securities (i) as a bona fide gift or for bona fide estate planning purposes, (ii) upon death or by will, testamentary document or intestate succession, (iii) to an immediate family member of the undersigned or to any trust for the direct or indirect benefit of the Company and undersigned or the Underwriters, immediate family of the undersigned hereby (ifor purposes of this agreement, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iv) waives not involving a change in beneficial ownership, or (v) if the undersigned is a trust, to any right it may have beneficiary of the undersigned or the estate of any such beneficiary; (c) distributions of Securities or any Related Securities to cause stockholders, direct or indirect affiliates (within the Company to register pursuant to meaning set forth in Rule 405 under the Securities Act of 1933, as amendedamended (the “Securities Act”)), current or former partners (general or limited), members or managers of the undersigned, as applicable, or to the estates of any shares such stockholders, affiliates, partners, members or managers; (d) the transfer to the Company of Common Stock now owned Securities upon a vesting event of the Company’s securities or hereafter acquired upon the exercise of options or received by warrants to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned as a result in connection with such vesting or exercise, provided that any related filing under Section 16(a) of the Public Offering Exchange Act reporting a disposition of Securities made in connection with such vesting or exercise shall contain a description of the transaction and indicate that the disposition was made as part of such vesting or exercise or to cover tax withholding obligations in connection therewith; (e) transfers of Securities or any Related Securities by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce decree; (f) sales under any existing Rule 10b5-1 plan or the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Securities or any Related Securities, provided that (i) such plan does not provide for the transfer of Securities or any Related Securities during the Lock-Up Period and (ii) no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required or shall be voluntarily made by or on behalf of the undersigned or the Company during the Lock-Up Period; or (g) the transfer of Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the shares of common stock of the Company involving a change of control (as defined below) of the Company after the closing of the Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement; provided, in the case of clauses (b)-(c), that such transfer shall not involve a disposition for value and the transferee agrees not in writing with the Representative and the Company to exercise be bound by the terms hereof. For purposes of clause (g) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. If the undersigned is an officer or director of the Company, (i) the Representative on behalf of the Underwriters agrees that, at least three business days before the effective date of any Requisite Consent to release or waive the foregoing restrictions in connection with a transfer of shares of Securities or other Related Securities, the Representative on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any Requisite Consent to release or waive the foregoing restrictions in connection with a transfer of , shares of Securities or other Related Securities, granted by the Representative on behalf of the Underwriters hereunder to any such registration rights officer or director, shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and further agrees (b) the transferee has agreed in writing to be bound by the same terms described in this agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. The undersigned understands that the Company shall not be obligated to register any shares and the Underwriters are relying upon this agreement in violation proceeding toward consummation of the Underwriting AgreementOffering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned acknowledges and agrees that the restrictions above are expressly agreed Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to preclude the holder Offering of the Securities from engaging and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that the Underwriters are not making a recommendation to you to participate in the Offering or sell any hedging Securities at the price determined in the Offering, and nothing set forth in such disclosures or other transaction which documentation is designed intended to suggest that any Underwriter is making such a recommendation. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or reasonably expected transfer of the securities described herein, are hereby authorized to lead decline to or result in a Disposition make any transfer of Securities (or the economic equivalent thereof) during the Lock-Up Period even securities if such Securities transfer would be disposed constitute a violation or breach of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securitiesthis agreement. The undersigned hereby also agrees represents and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of the Securities held by warrants that the undersigned except in compliance with the Lock-Up Agreementhas full power and authority to enter into this agreement. It is understood The undersigned understands that, if (a) the Underwriting Agreement does not become effective by January 3, 2022, (b) the Company informs the undersigned that the Board of Directors has determined not to proceed with the Offering or the registration statement filed with the SEC in connection with the Offering is not executedwithdrawn, or if (c) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock the subject thereofSecurities, this Lock-Up agreement shall terminate and the undersigned shall be released from all obligations hereunder. For the avoidance of doubt, this Agreement shall automatically terminate remain in effect in the event that the Company converts from a limited liability company into a corporation after the date of this agreement, and any securities issued to the undersigned in connection with such conversion shall be deemed Securities or Related Securities for purposes of no further force this Agreement. The undersigned, whether or effectnot participating in the Offering, understands that the Representative on behalf of the Underwriters is entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this agreement. This Lock-Up Agreement agreement shall be governed by and construed in accordance with the laws of the State of New York (York, without giving effect regard to its the conflict of laws provisionsprinciples thereof (other than New York General Obligations Law § 5-1401). Very truly yours, [STOCKHOLDER] By: Name: Title: [Form of Waiver of Lock-up] [Aegis Letterhead] [corporation] Public Offering of Common Stock [ ], 20[ ] [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by [Corporation] (the “Company”) of [ ] shares of common stock, $0.0001 par value (the “Common Stock”) of the Company, and the lock-up agreement dated [ ], 20[ ] (the “Lock-up Agreement”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [ ], 20[ ], with respect to [ ] shares of Common Stock (the “Securities”). Aegis Capital Corp hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Securities, effective [ ], 20[ ][date to be 3 business days from date of letter]; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two (2) business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, AEGIS CAPITAL CORP. By: Name: Title: cc: [Company contact] [Form of Lock Up Waiver/Release Company Press Release] [Company] [Date] (“[Company]”) announced today that Aegis Capital Corp., the [lead book-running] manager in the Company’s recent public sale of [ ] shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to [ ] shares of the Company’s common stock held by [ ], an [officer/director] of the Company. The [waiver] [release] will take effect on [ ], 20[ ], and the related shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. EXHIBIT B Form of Representative’s Warrant Agreement
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