Appears in 2 contracts

Samples: Placement Agency Agreement (Harris & Harris Group Inc /Ny/), Placement Agency Agreement (Harris & Harris Group Inc /Ny/)

Appears in 1 contract

Samples: Placement Agency Agreement (Cytori Therapeutics, Inc.)

Partial Unenforceability. The invalidity or unenforceability of any ~~section~~Section, ~~paragraph, clause~~ paragraph or provision of this Agreement shall not affect the validity or enforceability of any other ~~section~~Section, ~~paragraph, clause~~ paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your ~~understanding of~~ understanding, please sign and return to us two counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between the ~~Company~~ Underwriter and the ~~Placement Agent, kindly indicate your acceptance in the space provided for that purpose below~~Company. Very truly yours, ~~XXXXXX & XXXXXX GROUP, INC. By:_/s/Xxxxxxx X. Jamison________ Name: Xxxxxxx X. Xxxxxxx Title: President Accepted as of the date first above written: THINKPANMURE, LLC~~ RESOURCE BANKSHARES CORPORATION By: _/s/Xxx Mitchell______ Name: Xxx Xxxxxxxx Title: Partner Schedule 2(p): Intellectual Property Schedule I: Information to be Conveyed Orally Schedule II: Subsidiaries Exhibit A: Form of Subscription Agreement Exhibit B: Form of Lock-Up Agreement Exhibit C: List of Directors and Executive Officers Executing Lock-Up Agreements Exhibit D: Form of Opinion of Counsel to the Company Exhibit E: Form of Letter of Counsel to the Company "Xxxxxx & Xxxxxx Group, Inc." is a registered service xxxx owned by the Company. Number of Shares to be Issued: 2,545,000 Offering Price Per Share: $6.15 Gross Proceeds: $15,651,750 Aggregate Placement Agency Fees: $939,105 ThinkPanmure, LLC 000 Xxxxxxxxxx Xxxxxx, 8th Floor San Francisco, California 94111 Ladies and Gentlemen: The undersigned understands that you, as Placement Agent, propose to enter into the Placement Agency Agreement (the “Placement Agreement”) with Xxxxxx & Xxxxxx Group, Inc., a New York corporation (the “Company”), providing for the offering (the “Offering”) of shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Placement Agreement. In consideration of the foregoing, and in order to induce you to participate in the Offering, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without your prior written consent (which consent may be withheld in your sole discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning on the date hereof and ending on the date 90 days after the date of the final prospectus (including the final prospectus supplement) to be used in confirming the sale of the Shares, (1) offer, pledge, announce the intention to sell, 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, or otherwise transfer or dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission in respect of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) except for a registration statement on Form S-8 relating to employee benefit plans, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to effect any transaction specific in clause (1), (2) or (3) above. Notwithstanding the foregoing, the restrictions set forth in clause (1) and (2) above shall not apply to (a) transfers (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with your prior written consent or (iv) effected pursuant to any exchange of “underwater” options with the Company, (b) the acquisition or exercise of any stock option issued pursuant to the Company’s existing equity incentive plans, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned, (c) the surrender of shares of Common Stock to the Company to pay required tax withholdings due upon the vesting of any restricted stock awards, or (d) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. None of the restrictions set forth in this Lock-Up Agreement shall apply to Common Stock acquired in open market transactions. Notwithstanding anything herein to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act, or from amending an existing 10b5-1 trading plan in accordance with Rule 10b5-1 under the Exchange Act, provided, in each case, that no sales or other dispositions of shares of the Common Stock under such 10b5-1 trading plans that were not in effect prior to the date hereof by any person that has signed or is otherwise bound by a lock-up agreement (including the undersigned) will be permitted during the Lock-Up Period, as the same may be extended hereby. For the purpose of allowing you to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless you waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned 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 shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that, if the Placement Agreement does not become effective by June 30, 2008, or if the Placement Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Print Name: __________________________ Print Title: ___________________________ Signature: ____________________________ ~~Xxxxxxx~~ Xxxxxxxx X. ~~Xxxxxx Xxxxxxx~~ Xxxxx President Accepted as of the date hereof at Richmond, Virginia: XXXXX & XXXXXXXXXXXX, INC. By:____________________________ Xxxx X. Xxxxxxx ~~Xxxxxx X. Xxxxx Xxxxxx X.~~ Managing Director ANNEX I Pursuant to Section 7(d) of the Underwriting Agreement, Xxxxxxx ~~Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx Ushio Xxxxxxxx X. Xxxx Xxxx X. Xxxxx Xxxxxxxx X. XxXxxxxx Xxxxx X. Xxxxxx Xxxx X. Xxxxxxxx~~& Company, L.L.P. shall furnish letters to the Underwriter to the effect that: 1. They are independent public accountants with respect to the Company and its subsidiary within the meaning of the Act and the applicable published rules and regulations thereunder; 2. In their opinion, the consolidated audited financial statements audited by them and included in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Securities Exchange Act of 1934, as amended, as applicable, and the related published rules and regulations thereunder; 3. On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the latest unaudited financial statements made available by the Company, inspection of the minute books of the Company and the Bank since the date of the latest audited financial statements included in the Prospectus, inquiries of officials of the Company and the Bank responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited consolidated financial statements included in the Registration Statement or the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and published rules and regulations thereunder or are not presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statement or Prospectus; (B) (i) as of a specified date not more than five calendar days prior to the date of delivery of such letter, there have been any changes in the capital stock, short-term debt or long-term debt of the Company, or any decreases in consolidated total assets or stockholders' equity as compared with amounts shown on the most recent consolidated balance sheet included in the Registration Statement or Prospectus, and (ii) for the period from the date of the most recent consolidated financial statements included in the Registration Statement or Prospectus to such specified date there were any decreases in consolidated net interest income or the total or per share amounts of net income as compared with the corresponding period in the preceding year, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and 4. In addition to the audit referenced in their report included in the Registration Statement and the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information which are derived from the general

Appears in 1 contract

Samples: Underwriting Agreement (Resource Bankshares Corp)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make such invalid section, paragraph, clause or provision of this Agreement valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the ~~Placement Agent, kindly indicate your acceptance~~ several Underwriters in ~~the space provided for that purpose below~~accordance with its terms. Very truly yours, ~~XXXXXX & XXXXXX GROUP~~CYCLACEL PHARMACEUTICALS, INC. ~~By:_/s/Xxxxxxx X. Jamison________ Name~~By: ~~Xxxxxxx X. Xxxxxxx Title:~~ /s/ Sxxxx Xxxxxxxx Sxxxx Xxxxxxxx President ~~Accepted~~ and Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written~~: THINKPANMURE, LLC~~ . Lxxxxxx & Company (UK) Ltd. By: ~~_/s/Xxx Mitchell______~~ /s/ Hxxx Xxxxx Name: ~~Xxx Xxxxxxxx~~ Hxxx Xxxxx Title: ~~Partner Schedule 2(p): Intellectual Property Schedule I~~Executive Director Lxxxxxx & Company (UK) Ltd 2,857,143 1. General Use Free Writing Prospectuses (included in the General Disclosure Package) None. 2. Other Information Included in the General Disclosure Package The following information is also included in the General Disclosure Package: 1. The initial price to the public of the Offered Securities. 2. The amount of the Firm Securities and Optional Securities. Lxxxxxx & Company (UK) Ltd. As Representative of the Several Underwriters 500 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: ~~Information to be Conveyed Orally Schedule II: Subsidiaries Exhibit A: Form of Subscription Agreement Exhibit B: Form of~~ This Lock-Up Agreement ~~Exhibit C: List of Directors and Executive Officers Executing Lock-Up Agreements Exhibit D: Form of Opinion of Counsel~~ (this “Agreement”) is being delivered to you in connection with the Company Exhibit E: Form of Letter of Counsel to the Company "Xxxxxx & Xxxxxx Group, Inc." is a registered service xxxx owned by the Company. Number of Shares to be Issued: 2,545,000 Offering Price Per Share: $6.15 Gross Proceeds: $15,651,750 Aggregate Placement Agency Fees: $939,105 ThinkPanmure, LLC 000 Xxxxxxxxxx Xxxxxx, 8th Floor San Francisco, California 94111 Ladies and Gentlemen: The undersigned understands that you, as Placement Agent, propose to enter into the Placement Agency proposed Underwriting Agreement (the “~~Placement~~ Underwriting Agreement”) ~~with Xxxxxx & Xxxxxx Group~~between Cyclacel Pharmaceuticals, Inc., a ~~New York~~ Delaware corporation (the “Company”), ~~providing for~~ and Lxxxxxx & Company (UK) Ltd. (“you” or “Representative”), as representative of a group of underwriters (collectively, the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed public offering (the “Offering”) of shares ~~(the “Shares”)~~ of common stock, ~~$0.01~~ par value $0.001 per share (the “Common Stock”), of the Company. ~~Capitalized terms used herein~~ In order to induce the Representative and ~~not otherwise defined shall have~~ the ~~meanings set forth in~~ other Underwriters to enter into the ~~Placement~~ Underwriting Agreement~~. In consideration of the foregoing~~, and in ~~order to induce you to participate~~ light of the benefits that the Offering of the Securities will confer upon the undersigned in its capacity as a securityholder and/or an officer or a director of the ~~Offering~~Company, and for ~~other~~ good and valuable ~~consideration~~ consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned ~~hereby~~ agrees with each Underwriter that~~, without your prior written consent (which consent may be withheld in your sole discretion), the undersigned will not~~, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 60th day after the date of the Underwriting Agreement (the “Lock-Up Period”~~) beginning on~~ ), the ~~date hereof and ending on~~ undersigned will not, without the ~~date 90 days after the date~~ prior written consent of ~~the final prospectus (including the final prospectus supplement) to be used in confirming the sale of the Shares~~Representative, directly or indirectly, (1i) offer, ~~pledge, announce the intention to~~ sell, ~~sell~~assign, transfer, pledge, 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,~~ or otherwise ~~transfer or~~ dispose of, ~~directly~~ or ~~indirectly, or file (or participate in~~ announce the ~~filing of) a registration statement with the Securities and Exchange Commission in respect~~ intention to otherwise dispose of, any shares of Common Stock now owed or ~~any securities convertible into~~ hereafter acquired by the undersigned or ~~exercisable~~ with respect to which the undersigned has or ~~exchangeable for Common Stock~~ hereafter acquires the power of disposition (~~including~~ including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of promulgated under the Securities Act of 1933, as amended, and ~~Exchange Commission and securities which~~ as the same may be ~~issued upon exercise of a stock option~~ amended or ~~warrant~~supplemented on or after the date hereof from time to time (the “Securities Act”) ~~except for a registration statement on Form S-8 relating to employee benefit plans~~(such shares, ~~(2) enter into any swap or other agreement that transfers, in whole or in part, any of~~ the ~~economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1~~“Beneficially Owned Shares”)) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security securities convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to effect any transaction specific in clause (1), (2) or (3) above. Notwithstanding the foregoing, the restrictions set forth in clause (1) and (2) above shall not apply to (a) transfers (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to enter into any ~~trust~~ swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for ~~the direct~~ Common Stock, whether now owned or ~~indirect benefit of~~ hereafter acquired by the undersigned or with respect to which the ~~immediate family~~ undersigned has or hereafter acquires the power of ~~the undersigned~~disposition, ~~provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value,~~ or (iii) ~~with your prior written consent or (iv) effected pursuant to~~ engage in any exchange of “underwater” options with the Company, (b) the acquisition or exercise of any stock option issued pursuant to the Company’s existing equity incentive plans, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned, (c) the surrender of shares of Common Stock to the Company to pay required tax withholdings due upon the vesting of any restricted stock awards, or (d) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. None of the restrictions set forth in this Lock-Up Agreement shall apply to Common Stock acquired in open market transactions. Notwithstanding anything herein to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act, or from amending an existing 10b5-1 trading plan in accordance with Rule 10b5-1 under the Exchange Act, provided, in each case, that no sales or other dispositions of shares short selling of the Common ~~Stock under such 10b5-1 trading plans that were not in effect prior to the date hereof by any person that has signed or is otherwise bound by a lock-up agreement~~ Stock. If (~~including the undersigned) will be permitted during the Lock-Up Period, as the same may be extended hereby. For the purpose of allowing you to comply with FINRA Rule 2711(f)(4), if (1~~i) during the last 17 days of the Lock-Up Period, the Company ~~releases~~ issues an earnings ~~results~~ release or ~~publicly announces other~~ material news or a material event relating to the Company ~~occurs~~ occurs, or (2ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or 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, ~~then in each case~~ the ~~Lock~~restrictions imposed by this lock-~~Up Period will be extended~~ up agreement shall continue to apply until the expiration of the 18-day period beginning on the ~~date of release~~ issuance of the earnings ~~results or the public announcement regarding the material news~~ release or the occurrence of ~~the~~ such material news or material event, as applicable, unless ~~you waive~~the Representative waives, in writing, such extension~~. The undersigned hereby acknowledges~~ ; provided, however, that this extension of the Lock-Up Period shall only apply to the extent that the ~~Company has agreed not~~ rules of FINRA relating to ~~accelerate~~ such extensions (or any successor rules thereto) remain in effect; and provided, further, that in the ~~vesting~~ case of ~~any option~~ clause (ii) above, such earnings results are so released or ~~warrant~~ such material news or material event so occurs during the ~~lapse of any repurchase right prior to~~ 16-day period beginning on the ~~expiration~~ last day of the Lock-Up Period. ~~In furtherance~~ If the undersigned is an officer or director of ~~the foregoing,~~ the Company, (i) Representative 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 shares of Common Stock, Representative 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 release or waiver granted by Representative hereunder to any ~~duly appointed~~ 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 (a) the release or waiver is effected solely to permit a transfer ~~agent~~ 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 ~~registration or transfer~~ duration that such terms remain in effect at the time of the ~~securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement~~transfer. The ~~foregoing~~ restrictions ~~are expressly agreed to preclude~~ set forth in this Agreement shall not apply to: (1) if the undersigned ~~from engaging in~~ is a natural person, any ~~hedging or other transaction which is designed~~ transfers made by the undersigned (a) as a bona fide gift to ~~or reasonably expected to lead to or result in a sale or disposition~~ any member of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right immediate family (~~including without limitation any put option or put equivalent position or call option or call equivalent position~~as defined below) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned ~~shall be binding upon~~ or to a trust the ~~successors, assigns, heirs~~ beneficiaries of which are exclusively the undersigned or ~~personal representatives of the undersigned. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer~~ members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, (d) by operation of law, including domestic relations orders, or (e) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (3) the exercise by the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans or arrangements, including any exercise effected by the delivery of shares of Common Stock ~~except in compliance with~~ of the ~~foregoing restrictions. The undersigned understands~~ Company held by the undersigned; provided, that, if the ~~Placement Agreement does not become effective~~ Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (4) the exercise by ~~June 30, 2008, or if~~ the ~~Placement Agreement (other than~~ undersigned of any warrant(s) issued by the ~~provisions thereof which survive termination) shall terminate or be terminated~~ Company prior to ~~payment for and~~ the date of this Agreement, including any exercise effected by the delivery of shares of Common Stock of the ~~Shares to be sold thereunder~~Company held by the undersigned; provided, that, the ~~undersigned~~ Common Stock received upon such exercise shall ~~be released from all obligations under this Lock-Up Agreement. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard~~ remain subject to the conflict of laws principles thereof. Very truly yours, Print Name: __________________________ Print Title: ___________________________ Signature: ____________________________ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx Ushio Xxxxxxxx X. Xxxx Xxxx X. Xxxxx Xxxxxxxx X. XxXxxxxx Xxxxx X. Xxxxxx Xxxx X. Xxxxxxxxrestrictions provided for in this Agreement;

Appears in 1 contract

Samples: Underwriting Agreement (Cyclacel Pharmaceuticals, Inc.)

Partial Unenforceability. The invalidity or unenforceability of any ~~section~~Section, ~~paragraph, clause~~ paragraph or provision of this Agreement shall not affect the validity or enforceability of any other ~~section~~Section, ~~paragraph, clause~~ paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your ~~understanding of the agreement between the Company and the Placement Agent~~understanding, ~~kindly~~ please indicate your acceptance of this Agreement by signing in the space provided ~~for that purpose~~ below. Very truly yours, ~~XXXXXX & XXXXXX GROUP, INC. By:_/s/Xxxxxxx~~ EQT CORPORATION By /s/ Xxxxxx X. ~~Jamison________~~ Xxxxx Name: ~~Xxxxxxx~~ Xxxxxx X. ~~Xxxxxxx~~ Xxxxx Title: Senior Vice President and Chief Financial Officer Accepted as of the date first above written: ~~THINKPANMURE,~~ BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. X.X. XXXXXX SECURITIES LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Xxxx Xxxxx-Xxxxxx Name: Xxxx Xxxxx-Xxxxxx Title: Managing Director By: /s/ Marc Fratepietro Name: Marc Fratepietro Title: Managing Director | CMTS North America Deutsche Bank Securities Inc. By: /s/ Ben-Zion Smilchensky Name: Ben-Zion Smilchensky Title: Managing Director Deutsche Bank Securities Inc. X.X. XXXXXX SECURITIES LLC By: ~~_/s/Xxx Mitchell______~~ /s/ Xxxxx Xxxxxx Name: ~~Xxx Xxxxxxxx~~ Xxxxx Xxxxxx Title: Partner Schedule 2(p): Intellectual Property Schedule I: Information to be Conveyed Orally Schedule II: Subsidiaries Exhibit A: Form of Subscription Agreement Exhibit B: Form of Lock-Up Agreement Exhibit C: List of Directors and Executive ~~Officers Executing Lock-Up Agreements Exhibit D: Form of Opinion of Counsel to the Company Exhibit E: Form of Letter of Counsel to the Company "~~Director Barclays Capital Inc. $ 150,000,000 Deutsche Bank Securities Inc. 150,000,000 X.X. Xxxxxx ~~& Xxxxxx Group~~Securities LLC 150,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc." is a registered service xxxx owned by the Company. Number of Shares to be Issued: 2,545,000 Offering Price Per Share: $6.15 Gross Proceeds: $15,651,750 Aggregate Placement Agency Fees: $939,105 ThinkPanmure, LLC 000 Xxxxxxxxxx Xxxxxx, 8th Floor San Francisco, California 94111 Ladies and Gentlemen: The undersigned understands that you, as Placement Agent, propose to enter into the Placement Agency Agreement Inc. 90,000,000 Mitsubishi UFJ Securities (~~the “Placement Agreement”) with Xxxxxx & Xxxxxx Group, Inc., a New York corporation (the “Company”~~USA), ~~providing for the offering~~ Inc. 45,000,000 PNC Capital Markets LLC 45,000,000 Xxxxxxx, Sachs & Co. 24,000,000 The Huntington Investment Company 24,000,000 UBS Securities LLC 24,000,000 U.S. Bancorp Investments, Inc. 24,000,000 CIBC World Markets Corp. 12,000,000 Credit Agricole Securities (~~the “Offering”~~USA) of shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Placement Agreement. In consideration of the foregoing, and in order to induce you to participate in the Offering, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without your prior written consent (which consent may be withheld in your sole discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning on the date hereof and ending on the date 90 days after the date of the final prospectus (including the final prospectus supplement) to be used in confirming the sale of the Shares, (1) offer, pledge, announce the intention to sell, 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, or otherwise transfer or dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission in respect of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) except for a registration statement on Form S-8 relating to employee benefit plans, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to effect any transaction specific in clause (1), (2) or (3) above. Notwithstanding the foregoing, the restrictions set forth in clause (1) and (2) above shall not apply to (a) transfers (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with your prior written consent or (iv) effected pursuant to any exchange of “underwater” options with the Company, (b) the acquisition or exercise of any stock option issued pursuant to the Company’s existing equity incentive plans, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned, (c) the surrender of shares of Common Stock to the Company to pay required tax withholdings due upon the vesting of any restricted stock awards, or (d) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. None of the restrictions set forth in this Lock-Up Agreement shall apply to Common Stock acquired in open market transactions. Notwithstanding anything herein to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act, or from amending an existing 10b5-1 trading plan in accordance with Rule 10b5-1 under the Exchange Act, provided, in each case, that no sales or other dispositions of shares of the Common Stock under such 10b5-1 trading plans that were not in effect prior to the date hereof by any person that has signed or is otherwise bound by a lock-up agreement (including the undersigned) will be permitted during the Lock-Up Period, as the same may be extended hereby. For the purpose of allowing you to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless you waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned 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 shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that, if the Placement Agreement does not become effective by June 30, 2008, or if the Placement Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Print Name: _____________Inc. 12,000,000 _____________ Print Title: ___________________________ Signature: ____________________________ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx Ushio Xxxxxxxx X. Xxxx Xxxx X. Xxxxx Xxxxxxxx X. XxXxxxxx Xxxxx X. Xxxxxx Xxxx X. XxxxxxxxFinal Term Sheet dated November 2, 2011

Appears in 1 contract

Samples: Underwriting Agreement (EQT Corp)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make such invalid section, paragraph, clause or provision of this Agreement valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the ~~Placement Agent, kindly indicate your acceptance~~ several Underwriters in ~~the space provided for that purpose below~~accordance with its terms. Very truly yours, ~~XXXXXX & XXXXXX GROUP, INC. By:_/s/Xxxxxxx X. Jamison________ Name~~SPHERIX INCORPORATED By: ~~Xxxxxxx X. Xxxxxxx Title: President Accepted~~ Anxxxxx Xxxxx Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written~~: THINKPANMURE, LLC~~ . Laxxxxx & Company (UK) Ltd. By: ~~_/s/Xxx Mitchell______~~ Name: ~~Xxx Xxxxxxxx~~ Huxx Xxxxx Title: ~~Partner Schedule 2(p): Intellectual Property Schedule I~~Executive Director Underwriter Number of Firm Securities Number of Optional Securities Laxxxxx & Company (UK) Ltd. [* ] [* ] Total [* ] [* ] 1. General Use Free Writing Prospectuses (included in the General Disclosure Package) None. 2. Other Information Included in the General Disclosure Package The following information is also included in the General Disclosure Package: ~~Information to be Conveyed Orally Schedule II~~Laxxxxx & Company (UK) Ltd. As Representative of the Several Underwriters 540 Xxxxx Xxxxxx, 0 xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: ~~Subsidiaries Exhibit A: Form of Subscription Agreement Exhibit B: Form of~~ This Lock-Up Agreement ~~Exhibit C: List of Directors and Executive Officers Executing Lock-Up Agreements Exhibit D: Form of Opinion of Counsel~~ (this “Agreement”) is being delivered to you in connection with the Company Exhibit E: Form of Letter of Counsel to the Company "Xxxxxx & Xxxxxx Group, Inc." is a registered service xxxx owned by the Company. Number of Shares to be Issued: 2,545,000 Offering Price Per Share: $6.15 Gross Proceeds: $15,651,750 Aggregate Placement Agency Fees: $939,105 ThinkPanmure, LLC 000 Xxxxxxxxxx Xxxxxx, 8th Floor San Francisco, California 94111 Ladies and Gentlemen: The undersigned understands that you, as Placement Agent, propose to enter into the Placement Agency proposed Underwriting Agreement (the “~~Placement~~ Underwriting Agreement”) ~~with Xxxxxx & Xxxxxx Group, Inc.~~between Spherix Incorporated, a ~~New York~~ Delaware corporation (the “Company”), ~~providing for~~ and Laxxxxx & Company (UK) Ltd. (“you” or “Representative”), as representative of a group of underwriters (collectively, the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed public offering (the “Offering”) of shares ~~(the “Shares”)~~ of common stock, ~~$0.01~~ par value $0.0001 per share (the “Common Stock”), of the Company. ~~Capitalized terms used herein~~ In order to induce the Representative and ~~not otherwise defined shall have~~ the ~~meanings set forth in~~ other Underwriters to enter into the ~~Placement~~ Underwriting Agreement~~. In consideration of the foregoing~~, and in ~~order to induce you to participate~~ light of the benefits that the Offering of the Securities will confer upon the undersigned in its capacity as a securityholder and/or an officer or a director of the ~~Offering~~Company, and for ~~other~~ good and valuable ~~consideration~~ consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned ~~hereby~~ agrees with each Underwriter that~~, without your prior written consent (which consent may be withheld in your sole discretion), the undersigned will not~~, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”~~) beginning on~~ ), the ~~date hereof and ending on~~ undersigned will not, without the ~~date 90 days after the date~~ prior written consent of ~~the final prospectus (including the final prospectus supplement) to be used in confirming the sale of the Shares~~Representative, directly or indirectly, (1i) offer, ~~pledge, announce the intention to~~ sell, ~~sell~~assign, transfer, pledge, 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,~~ or otherwise ~~transfer or~~ dispose of, ~~directly~~ or ~~indirectly, or file (or participate in~~ announce the ~~filing of) a registration statement with the Securities and Exchange Commission in respect~~ intention to otherwise dispose of, any shares of Common Stock now owed or ~~any securities convertible into~~ hereafter acquired by the undersigned or ~~exercisable~~ with respect to which the undersigned has or ~~exchangeable for Common Stock~~ hereafter acquires the power of disposition (~~including~~ including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of promulgated under the Securities Act of 1933, as amended, and ~~Exchange Commission and securities which~~ as the same may be ~~issued upon exercise of a stock option~~ amended or ~~warrant~~supplemented on or after the date hereof from time to time (the “Securities Act”) ~~except for a registration statement on Form S-8 relating to employee benefit plans~~(such shares, ~~(2) enter into any swap or other agreement that transfers, in whole or in part, any of~~ the ~~economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1~~“Beneficially Owned Shares”)) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security securities convertible into or exercisable or exchangeable for 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 Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for 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, or (4iii) ~~publicly announce~~ engage in any short selling of the Common Stock. If the undersigned is an ~~intention to effect any transaction specific in clause (1)~~officer or director of the Company, (2i) Representative 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 shares of Common Stock, Representative will notify the Company of the impending release or waiver, and (3ii) ~~above~~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. ~~Notwithstanding~~ Any release or waiver granted by Representative hereunder to any such officer or director shall only be effective two business days after the ~~foregoing,~~ 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 (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 restrictions set forth in ~~clause~~ this Agreement shall not apply to: (1) ~~and (2) above shall not apply to~~ if the undersigned is a natural person, any transfers made by the undersigned (a~~) transfers (i~~) as a bona fide gift ~~or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii)~~ to any ~~trust for~~ member of the ~~direct or indirect benefit~~ immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate ~~family~~ family, (b) by will or intestate succession upon the death of the undersigned, ~~provided that~~ (c) as a bona fide gift to a charity or educational institution, (d) by operation of law, including domestic relations orders, or (e) if the ~~trustee~~ undersigned is or was an officer, director or employee of the ~~trust agrees~~ Company, to ~~be bound in writing by~~ the ~~restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with your prior written consent or (iv) effected~~ Company pursuant to ~~any exchange~~ the Company’s right of ~~“underwater” options~~ repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (b3) the ~~acquisition or~~ exercise by the undersigned of any stock ~~option~~ option(s) issued pursuant to the Company’s existing ~~equity incentive plans~~stock option plans or arrangements, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (c4) the ~~surrender~~ exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (6) any transfers as a forfeiture of shares of Common Stock to the Company ~~to pay required tax withholdings~~ in a transaction exempt from Section 16(b) of the Exchange Act in connection with the payment of taxes due upon the exercise of options to purchase Common Stock or vesting of ~~any restricted stock awards, or (d) the purchase or sale of~~ other Company securities pursuant to the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. None of the restrictions set forth in this Lock-Up Agreement shall apply to Common Stock acquired in open market transactions. Notwithstanding anything herein to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act, or from amending an existing 10b5-1 trading plan in accordance with Rule 10b5-1 under the Exchange Act, provided, in each case, that no sales or other dispositions of shares of the Common Stock under such 10b5-1 trading plans that were not in effect prior to the date hereof by any person that has signed or is otherwise bound by a lock-up agreement (including the undersigned) will be permitted during the Lock-Up Period, as the same may be extended hereby. For the purpose of allowing you to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless you waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned 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 shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that, if the Placement Agreement does not become effective by June 30, 2008, or if the Placement Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Print Name: __________________________ Print Title: ___________________________ Signature: ____________________________ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx Ushio Xxxxxxxx X. Xxxx Xxxx X. Xxxxx Xxxxxxxx X. XxXxxxxx Xxxxx X. Xxxxxx Xxxx X. Xxxxxxxxemployee benefit plans;

Appears in 1 contract

Samples: Underwriting Agreement (Spherix Inc)

Partial Unenforceability. The invalidity or unenforceability of any ~~section~~Section, ~~paragraph, clause~~ paragraph or provision of this Agreement shall not affect the validity or enforceability of any other ~~section~~Section, ~~paragraph, clause~~ paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the ~~Company~~ Agent and the ~~Placement Agent, kindly indicate your acceptance~~ Company in ~~the space provided for that purpose below~~accordance with its terms. Very truly yours, ~~XXXXXX & XXXXXX GROUP, INC. By:_/s/Xxxxxxx X. Jamison________~~ By: Name: ~~Xxxxxxx X. Xxxxxxx~~ Title: ~~President Accepted~~ CONFIRMED AND ACCEPTED, as of the date first above written: ~~THINKPANMURE, LLC~~ [ ] By: ~~_/s/Xxx Mitchell______~~ Name: ~~Xxx Xxxxxxxx~~ Title: ~~Partner Schedule 2(p): Intellectual Property Schedule I~~From: ~~Information to be Conveyed Orally Schedule II~~[ ] Cc: ~~Subsidiaries Exhibit A~~[ ] To: ~~Form of Subscription Agreement Exhibit B~~[ ] Subject: ~~Form of Lock-Up Agreement Exhibit C~~Equity Distribution—Placement Notice Gentlemen: ~~List of Directors and Executive Officers Executing Lock-Up Agreements Exhibit D: Form of Opinion of Counsel~~ Pursuant to the ~~Company Exhibit E: Form of Letter of Counsel~~ terms and subject to the ~~Company "Xxxxxx & Xxxxxx Group~~conditions contained in the Equity Distribution Agreement between National Health Investors, Inc." is a registered service xxxx owned by the Company. Number of Shares to be Issued: 2,545,000 Offering Price Per Share: $6.15 Gross Proceeds: $15,651,750 Aggregate Placement Agency Fees: $939,105 ThinkPanmure, LLC 000 Xxxxxxxxxx Xxxxxx, 8th Floor San Francisco, California 94111 Ladies and Gentlemen: The undersigned understands that you, as Placement Agent, propose to enter into the Placement Agency Agreement Inc. (the “~~Placement~~ Company”) and [ ] dated February 22, 2017 (the “Agreement”~~) with Xxxxxx & Xxxxxx Group~~), I hereby request on behalf of the Company that [ ] sell up to [ ] of the Company’s common stock, par value $0.01 per share, at a minimum market price of $ per share. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SECURITIES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY [ ], AND/OR THE CAPACITY IN WHICH [ ] MAY ACT IN SELLING SECURITIES (AS PRINCIPAL, AGENT, OR BOTH)] Xxxx Xxxxxxxxxx Xxxxx Xxxxxxx Xxxx Xxxxx The Agent shall be paid compensation up to 1.50% of the gross proceeds from the sales of Securities pursuant to the terms of this Agreement. NHI Subsidiary: State of Formation: Xxxxxxxx at Mission Springs I, L.L.C. Kansas Xxxxxxxx at Mission Springs II, L.L.C. Kansas Xxxxxxxx of Overland Park, L.L.C. Kansas Care YBE Subsidiary LLC Delaware Cedar Falls Xxxxxxxx Cottage, L.L.C. Kansas Florida Holdings IV, LLC Delaware Grand Island Xxxxxxxx Cottage, L.L.C. Kansas JV Landlord-Battle Creek, LLC Delaware JV Landlord-Clinton, LLC Delaware JV Landlord-Iowa City, LLC Delaware JV Landlord-Lansing, LLC Delaware JV Landlord-Middletown, LLC Delaware JV Landlord-Midland, LLC Delaware JV Landlord-Peoria II, LLC Delaware JV Landlord-Saginaw, LLC Delaware Myrtle Beach Retirement Residence, LLC Oregon NHI/Xxxxxxxx, LLC Delaware XXX-Xxxxxxxx RE, LLC Delaware NHI/Laurens, LLC Delaware NHI/REIT, Inc. MD XXX XXXX of Alabama, L.P. Alabama NHI-REIT of Arizona, Limited Partnership Arizona NHI-REIT of Axel, LLC Delaware NHI-REIT of Xxxxxxxx, LLC Delaware NHI-REIT of California, LP California NHI-REIT of Evergreen, LLC Delaware NHI-REIT of Florida, LLC Delaware NHI/REIT of Florida, L.P. Florida NHI-REIT of Georgia, L.P. Georgia NHI-REIT of Idaho, L.P. Idaho NHI-REIT of Maryland, LLC Delaware NHI-REIT of Michigan, LLC Delaware NHI-REIT of Minnesota, LLC Delaware NHI-REIT of Missouri, LP Missouri NHI-REIT of North Carolina, LLC Delaware NHI-REIT of Next House, LLC Delaware NHI-REIT of Northeast, LLC Delaware NHI-REIT of Ohio, LLC Delaware NHI-REIT of Oregon, LLC Delaware NHI-REIT of Seaside, LLC Delaware NHI-REIT of South Carolina, L.P. South Carolina NHI-REIT of Tennessee, LLC Tennessee NHI-REIT of TX-IL, LLC Delaware NHI-REIT of Virginia, L.P. Virginia NHI-REIT of Washington, LLC Delaware NHI-REIT of Wisconsin, LLC Delaware XXX Xxxxx Properties, LLC Delaware NHI-SS TRS, LLC Delaware Texas NHI Investors, LLC Texas Xxxxxxxx Retirement Residence, LLC Oregon Wabash Xxxxxxxx Cottage, L.L.C. Kansas The undersigned, Xxxx Xxxxxxxxxx, the duly qualified and elected President and Chief Executive Officer of National Health Investors, Inc., a ~~New York~~ Maryland corporation (the “Company”), ~~providing for~~ does hereby certify on behalf of the ~~offering~~ Company, pursuant to Section 7(p) of the several Equity Distribution Agreements, all dated February 22, 2017 (the “~~Offering”) of shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock~~Agreements”), between the Company and each of [ ], [ ], [ ], [ ] and [ ] (collectively, the “Placement Agents” ), that to the knowledge of the ~~Company. Capitalized terms used herein~~ undersigned: (i) The representations and ~~not otherwise defined shall have the meanings set forth in the Placement Agreement. In consideration~~ warranties of the ~~foregoing~~Company in Section 5 of the Agreements (A) to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to materiality or material adverse effect, are true and ~~in order to induce you to participate in the Offering,~~ correct on and ~~for other good and valuable consideration receipt~~ as of which is hereby acknowledged, the undersigned hereby agrees that, without your prior written consent (which consent may be withheld in your sole discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning on the date hereof with the same force and ~~ending~~ effect as if expressly made on and as of the date ~~90 days after~~ hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, and (B) to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material respects as of the date hereof as if made on and as of the ~~final prospectus (including~~ date hereof with the ~~final prospectus supplement) to be used in confirming the sale~~ same force and effect as if expressly made on and as of the ~~Shares~~date hereof, (1) offer, pledge, announce the intention to sell, 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, or otherwise transfer or dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities except for those representations and Exchange Commission in respect of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise warranties that speak solely as of a ~~stock option or warrant) except for a registration statement on Form S-8 relating to employee benefit plans, (2) enter into any swap or other agreement that transfers, in whole or in part, any~~ specific date and which were true and correct as of ~~the economic consequences of ownership of the Common Stock, whether any~~ such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to effect any transaction specific in clause (1), (2) or (3) above. Notwithstanding the foregoing, the restrictions set forth in clause (1) and (2) above shall not apply to (a) transfers (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, date; and (ii) ~~to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees~~ The Company has complied in all material respects with all agreements and satisfied all conditions on its part to be ~~bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with your prior written consent~~ performed or ~~(iv) effected pursuant to any exchange of “underwater” options with the Company, (b) the acquisition or exercise of any stock option issued~~ satisfied pursuant to the Company’s existing equity incentive plans, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned, (c) the surrender of shares of Common Stock to the Company to pay required tax withholdings due upon the vesting of any restricted stock awards, Agreements at or (d) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. None of the restrictions set forth in this Lock-Up Agreement shall apply to Common Stock acquired in open market transactions. Notwithstanding anything herein to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act, or from amending an existing 10b5-1 trading plan in accordance with Rule 10b5-1 under the Exchange Act, provided, in each case, that no sales or other dispositions of shares of the Common Stock under such 10b5-1 trading plans that were not in effect prior to the date hereof by any person that has signed or is otherwise bound by a lock-up agreement (including the undersigned) will be permitted during the Lock-Up Period, as the same may be extended hereby. For the purpose of allowing you to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless you waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned 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 shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that, if the Placement Agreement does not become effective by June 30, 2008, or if the Placement Agreement (other than those conditions waived by the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Print Name: __________________________ Print Title: ___________________________ Signature: ____________________________ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx Ushio Xxxxxxxx X. Xxxx Xxxx X. Xxxxx Xxxxxxxx X. XxXxxxxx Xxxxx X. Xxxxxx Xxxx X. XxxxxxxxPlacement Agents).

Appears in 1 contract

Samples: Equity Distribution Agreement (National Health Investors Inc)

Partial Unenforceability. The invalidity or unenforceability of any ~~section~~Section, ~~paragraph, clause~~ paragraph or provision of this Agreement shall not affect the validity or enforceability of any other ~~section~~Section, ~~paragraph, clause~~ paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of the agreement between the Company and the Placement Agent, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, ~~XXXXXX & XXXXXX GROUP~~Immtech Pharmaceuticals, ~~INC. By:_/s/Xxxxxxx~~ Inc. By: /s/ Xxxx X. ~~Jamison________~~ Xxxxxx Name: ~~Xxxxxxx~~ Xxxx X. ~~Xxxxxxx~~ Xxxxxx Title: Chairman, President and Chief Executive Officer Accepted as of the date first above written: ~~THINKPANMURE~~Xxxxxx, ~~LLC~~ Xxxxx Xxxxx, Incorporated By: ~~_/s/Xxx Mitchell______~~ /s/ Xxxxx X. Xxxx Name: ~~Xxx Xxxxxxxx~~ Xxxxx X. Xxxx Title: ~~Partner Schedule 2(p): Intellectual Property~~ Vice President Schedule I: ~~Information to be Conveyed Orally Schedule II:~~ Subsidiaries of the Company Exhibit A: Form of ~~Subscription~~ Purchase Agreement Exhibit B: Form of Lock-Up Agreement Exhibit C: List of Directors and Executive Officers Executing Lock-Up Agreements Exhibit D: ~~Form of~~ Matters to be Covered in the Opinion of Counsel to the Company ~~Exhibit E: Form of Letter of Counsel to the Company "~~Super Insight Limited British Virgin Islands 100% Immtech Therapeutics Limited Hong Kong 51% Immtech Life Science Limited Hong Kong 100% Immtech Pharmaceuticals, Inc. 000 Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxx ~~& Xxxxxx Group~~Xxxxx, Inc." is a registered service xxxx owned by the Company. Number of Shares to be Issued: 2,545,000 Offering Price Per Share: $6.15 Gross Proceeds: $15,651,750 Aggregate Placement Agency Fees: $939,105 ThinkPanmure, LLC 000 Xxxxxxxxxx Xxxxxx, 8th Floor San Francisco, California 94111 Xxxxxxxx 00000 Ladies and Gentlemen: The undersigned ~~understands that you~~entities set forth on Schedule I hereto (each, an “Investor”), hereby confirm and agree with you as ~~Placement Agent, propose to enter into the Placement Agency~~ follows: 1. This Purchase Agreement (the “~~Placement~~ Agreement”) ~~with Xxxxxx & Xxxxxx Group~~is made as of February 7, ~~Inc.~~2007 between Immtech Pharmaceuticals, Inc. a ~~New York~~ Delaware corporation (the “Company”), ~~providing for~~ and each Investor. 2. The Company has authorized the ~~offering (the “Offering”)~~ sale and issuance of 1,200,000 shares ~~(the “Shares”)~~ of common stock, $0.01 par value per share, at a price of $6.75 per share (the “~~Common Stock~~Shares”), to certain investors (the “Offering”). The Offering has been registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3, Commission File No. 333-130970 (the “Registration Statement”). 3. The Company and each Investor agree that such Investor will purchase from the Company and the Company will issue and sell to such Investor the aggregate number of Shares set forth opposite such Investor’s name on Schedule I hereto pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by reference as if fully set forth herein. Each Investor acknowledges that the Offering is not being underwritten by the sole placement agent, Xxxxxx, Xxxxx Xxxxx, Incorporated, (the “Placement Agent”) and that there is no minimum offering amount. Certificates representing the Shares purchased by each Investor will not be issued to such Investor; instead, such Shares will be credited to such Investor using customary book-entry procedures. 4. Each Investor represents that, except as set forth below, (a) it has had no employment position, office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company and (b) it is not a, and it has no direct or indirect affiliation or association with, any NASD member as of the date hereof. 5. Each Investor hereby confirms receipt of the Prospectus Supplement, dated February 7, 2007, and the Base Prospectus, dated February 7, 2006 (together, the “Prospectus”), of the ~~Company~~Company distributed by email to such Investor with this Agreement. ~~Capitalized terms used herein~~ Each Investor confirms that it had full access to the Prospectus and ~~not otherwise defined shall have~~ was fully able to read, review download and print it. Each Investor acknowledges that such Investor will be required to bear the ~~meanings set~~ cost, if any, of printing the Prospectus. Please confirm that the foregoing correctly sets forth the agreement between us by signing in the ~~Placement Agreement~~space provided below for that purpose. ~~In consideration~~ AGREED AND ACCEPTED: Name of the foregoing, and in order to induce you to participate in the Offering, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without your prior written consent (which consent may be withheld in your sole discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning on the date hereof and ending on the date 90 days after the date of the final prospectus (including the final prospectus supplement) to be used in confirming the sale of the Shares, (1) offer, pledge, announce the intention to sell, 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, or otherwise transfer or dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission in respect of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) except for a registration statement on Form S-8 relating to employee benefit plans, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to effect any transaction specific in clause (1), (2) or (3) above. Notwithstanding the foregoing, the restrictions set forth in clause (1) and (2) above shall not apply to (a) transfers (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with your prior written consent or (iv) effected pursuant to any exchange of “underwater” options with the Company, (b) the acquisition or exercise of any stock option issued pursuant to the Company’s existing equity incentive plans, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned, (c) the surrender of shares of Common Stock to the Company to pay required tax withholdings due upon the vesting of any restricted stock awards, or (d) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. None of the restrictions set forth in this Lock-Up Agreement shall apply to Common Stock acquired in open market transactions. Notwithstanding anything herein to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act, or from amending an existing 10b5-1 trading plan in accordance with Rule 10b5-1 under the Exchange Act, provided, in each case, that no sales or other dispositions of shares of the Common Stock under such 10b5-1 trading plans that were not in effect prior to the date hereof by any person that has signed or is otherwise bound by a lock-up agreement (including the undersigned) will be permitted during the Lock-Up Period, as the same may be extended hereby. For the purpose of allowing you to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless you waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned 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 shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that, if the Placement Agreement does not become effective by June 30, 2008, or if the Placement Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Print NameInvestor: __~~________________________ Print Title:~~ ___________________________ Signature: _______________________________ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx Ushio Xxxxxxxx X. Xxxx Xxxx X. Xxxxx Xxxxxxxx X. XxXxxxxx Xxxxx X. Xxxxxx Xxxx X. XxxxxxxxName: Title: Name of Investor:_____________________________ Signature: _______________________________ Name: Title: Name of Investor:__________________________ Signature: _______________________________ Name: Title: Name of Investor:______________________________ Signature: _______________________________ Name: Title: Name of Investor:___________________________ Signature: _____________________________ Name: Title: By: Name: Title: 1.

Appears in 1 contract

Samples: Placement Agency Agreement (Immtech Pharmaceuticals, Inc.)

Partial Unenforceability. The invalidity or unenforceability of any ~~section~~Section, ~~paragraph, clause~~ paragraph or provision of this Agreement shall not affect the validity or enforceability of any other ~~section~~Section, ~~paragraph, clause~~ paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the ~~Company~~ Agents and the ~~Placement Agent, kindly indicate your acceptance~~ Company in ~~the space provided for that purpose below~~accordance with its terms. Very truly yours, ~~XXXXXX & XXXXXX GROUP, INC. By:_/s/Xxxxxxx X. Jamison________~~ By: /s/ D. Xxxx Xxxxxxxxxx Name: ~~Xxxxxxx X. Xxxxxxx~~ D. Xxxx Xxxxxxxxxx Title: President ~~Accepted~~ and Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: ~~THINKPANMURE~~KeyBanc Capital Markets Inc. By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Managing Director Xxxxxx, Xxxxxxxx & Company, Incorporated By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director BMO Capital Markets Corp. By: /s/ Xxxxxxxx Xx Name: Xxxxxxxx Xx Title: Managing Director Xxxxx Fargo Securities, LLC By: _/s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director Capital One Securities, Inc. By: /s/~~Xxx Mitchell______~~ Xxxx Xxxxxx Name: ~~Xxx Xxxxxxxx~~ Xxxx Xxxxxx Title: ~~Partner Schedule 2(p): Intellectual Property Schedule I~~Managing Director X.X. Xxxxxx Securities LLC By: ~~Information to be Conveyed Orally Schedule II~~/s/ Xxxxxxxxx Xxxxxx Name: ~~Subsidiaries Exhibit A~~Xxxxxxxxx Xxxxxx Title: ~~Form of Subscription Agreement Exhibit B~~Executive Director Xxxxxxx Sachs & Co. LLC By: ~~Form of Lock~~/s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director BofA Securities, Inc. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution-~~Up Agreement Exhibit C~~Placement Notice Gentlemen: ~~List of Directors and Executive Officers Executing Lock-Up Agreements Exhibit D: Form of Opinion of Counsel~~ Pursuant to the ~~Company Exhibit E: Form of Letter of Counsel~~ terms and subject to the ~~Company "Xxxxxx & Xxxxxx Group~~conditions contained in the Equity Distribution Agreement between National Health Investors, Inc." is a registered service xxxx owned by the Company. Number of Shares to be Issued: 2,545,000 Offering Price Per Share: $6.15 Gross Proceeds: $15,651,750 Aggregate Placement Agency Fees: $939,105 ThinkPanmure, LLC 000 Xxxxxxxxxx Xxxxxx, 8th Floor San Francisco, California 94111 Ladies and Gentlemen: The undersigned understands that you, as Placement Agent, propose to enter into the Placement Agency Agreement (the “Placement Agreement”) with Xxxxxx & Xxxxxx Group, Inc., a New York corporation Inc. (the “Company”)) and [ ] dated March 19, ~~providing for the offering~~ 2020 (the “~~Offering”) of shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock~~Agreement”), of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Placement Agreement. In consideration of the foregoing, and in order to induce you to participate in the Offering, and for other good and valuable consideration receipt of which is I hereby acknowledged, the undersigned hereby agrees that, without your prior written consent (which consent may be withheld in your sole discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning request on the date hereof and ending on the date 90 days after the date of the final prospectus (including the final prospectus supplement) to be used in confirming the sale of the Shares, (1) offer, pledge, announce the intention to sell, 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, or otherwise transfer or dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission in respect of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) except for a registration statement on Form S-8 relating to employee benefit plans, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to effect any transaction specific in clause (1), (2) or (3) above. Notwithstanding the foregoing, the restrictions set forth in clause (1) and (2) above shall not apply to (a) transfers (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with your prior written consent or (iv) effected pursuant to any exchange of “underwater” options with the Company, (b) the acquisition or exercise of any stock option issued pursuant to the Company’s existing equity incentive plans, including any exercise effected by the delivery of shares of Common Stock behalf of the Company ~~held by the undersigned, (c) the surrender of shares of Common Stock~~ that [ ] sell up to ~~the Company to pay required tax withholdings due upon the vesting of any restricted stock awards, or (d) the purchase or sale~~ [ ] of the Company’s ~~securities pursuant to~~ common stock, par value $0.01 per share, at a ~~plan~~minimum market price of $ per share. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, ~~contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. For purposes of this Lock-Up Agreement~~SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, ~~“immediate family” shall mean any relationship by blood~~SPECIFIC DATES THE SECURITIES MAY NOT BE SOLD ON, ~~marriage or adoption~~THE MANNER IN WHICH SALES ARE TO BE MADE BY [ ], not more remote than first cousin. None of the restrictions set forth in this Lock-Up Agreement shall apply to Common Stock acquired in open market transactions. Notwithstanding anything herein to the contraryAND/OR THE CAPACITY IN WHICH [ ] MAY ACT IN SELLING SECURITIES (AS PRINCIPAL, ~~nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act~~AGENT, or from amending an existing 10b5-1 trading plan in accordance with Rule 10b5-1 under the Exchange Act, provided, in each case, that no sales or other dispositions of shares of the Common Stock under such 10b5-1 trading plans that were not in effect prior to the date hereof by any person that has signed or is otherwise bound by a lock-up agreement (including the undersigned) will be permitted during the Lock-Up Period, as the same may be extended hereby. For the purpose of allowing you to comply with FINRA Rule 2711(f)(4OR BOTH), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless you waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned 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 shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that, if the Placement Agreement does not become effective by June 30, 2008, or if the Placement Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Print Name] Xxxx Xxxxxxxxxx: ~~__________________________ Print Title~~xxxxxxxxxxx@xxxxxxx.xxx Xxxx Xxxxx: ~~___________________________ Signature~~xxxxxxx@xxxxxxx.xxx Xxxx Xxxxxxxxxxx: ~~____________________________ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X.~~ xxxxxxxxxxxx@xxx.xxx Xxxxx ~~Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx Ushio Xxxxxxxx X.~~ Xxxxxx: xxxxxxx@xxx.xxx Xxxx Xxxxxx: xxxxxxx@xxx.xxx Xxxx ~~X. Xxxxx Xxxxxxxx X. XxXxxxxx Xxxxx X. Xxxxxx~~ Xxxxx: xxxxxxx.x.xxxxx@xxx.xxx Xxxx ~~X. Xxxxxxxx~~Xxxxxxxxx: xxxx.xxxxxxxxx@xxx.xxx

Appears in 1 contract

Samples: Equity Distribution Agreement (National Health Investors Inc)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make such invalid section, paragraph, clause or provision of this Agreement valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the ~~Placement Agent, kindly indicate your acceptance~~ several Underwriters in ~~the space provided for that purpose below~~accordance with its terms. Very truly yours, ~~XXXXXX & XXXXXX GROUP, INC. By:_/s/Xxxxxxx X. Jamison________ Name~~SPHERIX INCORPORATED By: ~~Xxxxxxx X. Xxxxxxx Title: President Accepted~~ /s/ Axxxxxx Xxxxx Axxxxxx Xxxxx Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written~~: THINKPANMURE, LLC~~ . Lxxxxxx & Company (UK) Ltd. By: ~~_/s/Xxx Mitchell______~~ /s/ Hxxx Xxxxx Name: ~~Xxx Xxxxxxxx~~ Hxxx Xxxxx Title: ~~Partner Schedule 2(p): Intellectual Property Schedule I~~Executive Director Lxxxxxx & Company (UK) Ltd. 1,250,000 187,500 1. General Use Free Writing Prospectuses (included in the General Disclosure Package) None. 2. Other Information Included in the General Disclosure Package The following information is also included in the General Disclosure Package: ~~Information to be Conveyed Orally Schedule II~~Number of Firm Securities: ~~Subsidiaries Exhibit A~~1,250,000 Number of Optional Securities: ~~Form~~ 187,500 Public Offering Price per Share: $2.00 Lxxxxxx & Company (UK) Ltd. As Representative of ~~Subscription Agreement Exhibit B~~the Several Underwriters 500 Xxxxx Xxxxxx, 0 xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: ~~Form of~~ This Lock-Up Agreement ~~Exhibit C: List of Directors and Executive Officers Executing Lock-Up Agreements Exhibit D: Form of Opinion of Counsel~~ (this “Agreement”) is being delivered to you in connection with the Company Exhibit E: Form of Letter of Counsel to the Company "Xxxxxx & Xxxxxx Group, Inc." is a registered service xxxx owned by the Company. Number of Shares to be Issued: 2,545,000 Offering Price Per Share: $6.15 Gross Proceeds: $15,651,750 Aggregate Placement Agency Fees: $939,105 ThinkPanmure, LLC 000 Xxxxxxxxxx Xxxxxx, 8th Floor San Francisco, California 94111 Ladies and Gentlemen: The undersigned understands that you, as Placement Agent, propose to enter into the Placement Agency proposed Underwriting Agreement (the “~~Placement~~ Underwriting Agreement”) ~~with Xxxxxx & Xxxxxx Group, Inc.~~between Spherix Incorporated, a ~~New York~~ Delaware corporation (the “Company”), ~~providing for~~ and Lxxxxxx & Company (UK) Ltd. (“you” or “Representative”), as representative of a group of underwriters (collectively, the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed public offering (the “Offering”) of shares ~~(the “Shares”)~~ of common stock, ~~$0.01~~ par value $0.0001 per share (the “Common Stock”), of the Company. ~~Capitalized terms used herein~~ In order to induce the Representative and ~~not otherwise defined shall have~~ the ~~meanings set forth in~~ other Underwriters to enter into the ~~Placement~~ Underwriting Agreement~~. In consideration of the foregoing~~, and in ~~order to induce you to participate~~ light of the benefits that the Offering of the Securities will confer upon the undersigned in its capacity as a securityholder and/or an officer or a director of the ~~Offering~~Company, and for ~~other~~ good and valuable ~~consideration~~ consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned ~~hereby~~ agrees with each Underwriter that~~, without your prior written consent (which consent may be withheld in your sole discretion), the undersigned will not~~, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”~~) beginning on~~ ), the ~~date hereof and ending on~~ undersigned will not, without the ~~date 90 days after the date~~ prior written consent of ~~the final prospectus (including the final prospectus supplement) to be used in confirming the sale of the Shares~~Representative, directly or indirectly, (1i) offer, ~~pledge, announce the intention to~~ sell, ~~sell~~assign, transfer, pledge, 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,~~ or otherwise ~~transfer or~~ dispose of, ~~directly~~ or ~~indirectly, or file (or participate in~~ announce the ~~filing of) a registration statement with the Securities and Exchange Commission in respect~~ intention to otherwise dispose of, any shares of Common Stock now owed or ~~any securities convertible into~~ hereafter acquired by the undersigned or ~~exercisable~~ with respect to which the undersigned has or ~~exchangeable for Common Stock~~ hereafter acquires the power of disposition (~~including~~ including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of promulgated under the Securities Act of 1933, as amended, and ~~Exchange Commission and securities which~~ as the same may be ~~issued upon exercise of a stock option~~ amended or ~~warrant~~supplemented on or after the date hereof from time to time (the “Securities Act”) ~~except for a registration statement on Form S-8 relating to employee benefit plans~~(such shares, ~~(2) enter into any swap or other agreement that transfers, in whole or in part, any of~~ the ~~economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1~~“Beneficially Owned Shares”)) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security securities convertible into or exercisable or exchangeable for 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 Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for 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, or (4iii) ~~publicly announce~~ engage in any short selling of the Common Stock. If the undersigned is an ~~intention to effect any transaction specific in clause (1)~~officer or director of the Company, (2i) Representative 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 shares of Common Stock, Representative will notify the Company of the impending release or waiver, and (3ii) ~~above~~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. ~~Notwithstanding~~ Any release or waiver granted by Representative hereunder to any such officer or director shall only be effective two business days after the ~~foregoing,~~ 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 (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 restrictions set forth in ~~clause~~ this Agreement shall not apply to: (1) ~~and (2) above shall not apply to~~ if the undersigned is a natural person, any transfers made by the undersigned (a~~) transfers (i~~) as a bona fide gift ~~or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii)~~ to any ~~trust for~~ member of the ~~direct or indirect benefit~~ immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate ~~family~~ family, (b) by will or intestate succession upon the death of the undersigned, ~~provided that~~ (c) as a bona fide gift to a charity or educational institution, (d) by operation of law, including domestic relations orders, or (e) if the ~~trustee~~ undersigned is or was an officer, director or employee of the ~~trust agrees~~ Company, to ~~be bound in writing by~~ the ~~restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with your prior written consent or (iv) effected~~ Company pursuant to ~~any exchange~~ the Company’s right of ~~“underwater” options~~ repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (b3) the ~~acquisition or~~ exercise by the undersigned of any stock ~~option~~ option(s) issued pursuant to the Company’s existing ~~equity incentive plans~~stock option plans or arrangements, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (c4) the ~~surrender~~ exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (6) any transfers as a forfeiture of shares of Common Stock to the Company ~~to pay required tax withholdings~~ in a transaction exempt from Section 16(b) of the Exchange Act in connection with the payment of taxes due upon the exercise of options to purchase Common Stock or vesting of ~~any restricted stock awards, or (d) the purchase or sale of~~ other Company securities pursuant to the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. None of the restrictions set forth in this Lock-Up Agreement shall apply to Common Stock acquired in open market transactions. Notwithstanding anything herein to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act, or from amending an existing 10b5-1 trading plan in accordance with Rule 10b5-1 under the Exchange Act, provided, in each case, that no sales or other dispositions of shares of the Common Stock under such 10b5-1 trading plans that were not in effect prior to the date hereof by any person that has signed or is otherwise bound by a lock-up agreement (including the undersigned) will be permitted during the Lock-Up Period, as the same may be extended hereby. For the purpose of allowing you to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless you waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned 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 shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that, if the Placement Agreement does not become effective by June 30, 2008, or if the Placement Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Print Name: __________________________ Print Title: ___________________________ Signature: ____________________________ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx Ushio Xxxxxxxx X. Xxxx Xxxx X. Xxxxx Xxxxxxxx X. XxXxxxxx Xxxxx X. Xxxxxx Xxxx X. Xxxxxxxxemployee benefit plans;

Appears in 1 contract

Samples: Underwriting Agreement (Spherix Inc)

Partial Unenforceability. The invalidity or unenforceability of any section, ~~paragraph, clause~~ paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, ~~paragraph, clause~~ paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing ~~is in accordance with your~~ correctly sets forth the understanding ~~of the agreement~~ between the ~~Company~~ Placement Agent and the ~~Placement Agent~~Company, ~~kindly~~ please so indicate ~~your acceptance~~ in the space provided below for that ~~purpose below~~purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ~~XXXXXX & XXXXXX GROUP~~GREENPRO CAPITAL CORP. By: /s/ Lxx Xxxxx Xxxxx Name: Lxx Xxxxx Xxxxx Title: Chief Executive Officer By: /s/ Axxx Xxxxxxx Name: Axxx Xxxxxxx Title: Managing Director THE REGISTERED HOLDER OF THIS PLACEMENT AGENT’S WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PLACEMENT AGENT’S WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PLACEMENT AGENT’S WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PLACEMENT AGENT’S WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PLACEMENT AGENT WARRANT BY ANY PERSON FOR A PERIOD BEGINNING FROM THE EFFECTIVENESS OF THE REGISTRATION STATEMENT (DEFINED BELOW) UNTIL 180 DAYS AFTER THE EFFECTIVE DATE OF THE OFFERING TO ANYONE OTHER THAN (I) NETWORK 1 FINANCIAL SECURITIES, INC. ~~By:_/s/Xxxxxxx X. Jamison_____~~(“NETWORK 1”) OR AN PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF NETWORK 1 OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). Warrant Certificate No: ___ Name: Xxxxxxx X. Xxxxxxx Title: President Accepted as of the date first above written: THINKPANMURE, LLC By: _/s/Xxx Mitchell______ Name: Xxx Xxxxxxxx Title: Partner Schedule 2(p): Intellectual Property Schedule I: Information to be Conveyed Orally Schedule II: Subsidiaries Exhibit A: Form of Subscription Agreement Exhibit B: Form of Lock-Up Agreement Exhibit C: List of Directors and Executive Officers Executing Lock-Up Agreements Exhibit D: Form of Opinion of Counsel to the Company Exhibit E: Form of Letter of Counsel to the Company "Xxxxxx & Xxxxxx Group, Inc." is a registered service xxxx owned by the Company. Number of Shares to be Issued: 2,545,000 Offering Price Per Share: $6.15 Gross Proceeds: $15,651,750 Aggregate Placement Agency Fees: $939,105 ThinkPanmure, LLC 000 Xxxxxxxxxx Xxxxxx, 8th Floor San Francisco, California 94111 Ladies and Gentlemen: The undersigned understands that you, as Placement Agent, propose to enter into the Placement Agency Agreement (the “Placement Agreement”) with Xxxxxx & Xxxxxx Group, Inc., a New York corporation (the “Company”), providing for the offering (the “Offering”) of shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Placement Agreement. In consideration of the foregoing, and in order to induce you to participate in the Offering, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without your prior written consent (which consent may be withheld in your sole discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning on the date hereof and ending on the date 90 days after the date of the final prospectus (including the final prospectus supplement) to be used in confirming the sale of the Shares, (1) offer, pledge, announce the intention to sell, 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, or otherwise transfer or dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission in respect of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) except for a registration statement on Form S-8 relating to employee benefit plans, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to effect any transaction specific in clause (1), (2) or (3) above. Notwithstanding the foregoing, the restrictions set forth in clause (1) and (2) above shall not apply to (a) transfers (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with your prior written consent or (iv) effected pursuant to any exchange of “underwater” options with the Company, (b) the acquisition or exercise of any stock option issued pursuant to the Company’s existing equity incentive plans, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned, (c) the surrender of shares of Common Stock to the Company to pay required tax withholdings due upon the vesting of any restricted stock awards, or (d) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. None of the restrictions set forth in this Lock-Up Agreement shall apply to Common Stock acquired in open market transactions. Notwithstanding anything herein to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act, or from amending an existing 10b5-1 trading plan in accordance with Rule 10b5-1 under the Exchange Act, provided, in each case, that no sales or other dispositions of shares of the Common Stock under such 10b5-1 trading plans that were not in effect prior to the date hereof by any person that has signed or is otherwise bound by a lock-up agreement (including the undersigned) will be permitted during the Lock-Up Period, as the same may be extended hereby. For the purpose of allowing you to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless you waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned 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 shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that, if the Placement Agreement does not become effective by June 30, 2008, or if the Placement Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Print NameOriginal Issue Date: __________________________ Print Title: ___________________________ Signature: ____________________________ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx Ushio Xxxxxxxx X. Xxxx Xxxx X. Xxxxx Xxxxxxxx X. XxXxxxxx Xxxxx X. Xxxxxx Xxxx X. Xxxxxxxx

Appears in 1 contract

Samples: Placement Agency Agreement (Greenpro Capital Corp.)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make such invalid section, paragraph, clause or provision of this Agreement valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the ~~Placement Agent, kindly indicate your acceptance~~ several Underwriters in ~~the space provided for that purpose below~~accordance with its terms. Very truly yours, ~~XXXXXX & XXXXXX GROUP, INC. By:_/s/Xxxxxxx X. Jamison________ Name~~SPHERIX INCORPORATED By: ~~Xxxxxxx X. Xxxxxxx Title: President Accepted~~ /s/ Axxxxxx Xxxxx Axxxxxx Xxxxx Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written~~: THINKPANMURE, LLC~~ . Lxxxxxx & Company (UK) Ltd. By: ~~_/s/Xxx Mitchell______~~ /s/ Hxxx Xxxxx Name: ~~Xxx Xxxxxxxx~~ Hxxx Xxxxx Title: ~~Partner Schedule 2(p): Intellectual Property Schedule I~~Executive Director Lxxxxxx & Company (UK) Ltd. 1,592,357 231,349 1. General Use Free Writing Prospectuses (included in the General Disclosure Package) None. 2. Other Information Included in the General Disclosure Package The following information is also included in the General Disclosure Package: 1. The initial price to the public of the Offered Securities. 2. The amount of the Firm Securities and Optional Securities. Lxxxxxx & Company (UK) Ltd. As Representative of the Several Underwriters 500 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: ~~Information to be Conveyed Orally Schedule II: Subsidiaries Exhibit A: Form of Subscription Agreement Exhibit B: Form of~~ This Lock-Up Agreement ~~Exhibit C: List of Directors and Executive Officers Executing Lock-Up Agreements Exhibit D: Form of Opinion of Counsel~~ (this “Agreement”) is being delivered to you in connection with the Company Exhibit E: Form of Letter of Counsel to the Company "Xxxxxx & Xxxxxx Group, Inc." is a registered service xxxx owned by the Company. Number of Shares to be Issued: 2,545,000 Offering Price Per Share: $6.15 Gross Proceeds: $15,651,750 Aggregate Placement Agency Fees: $939,105 ThinkPanmure, LLC 000 Xxxxxxxxxx Xxxxxx, 8th Floor San Francisco, California 94111 Ladies and Gentlemen: The undersigned understands that you, as Placement Agent, propose to enter into the Placement Agency proposed Underwriting Agreement (the “~~Placement~~ Underwriting Agreement”) ~~with Xxxxxx & Xxxxxx Group, Inc.~~between Spherix Incorporated, a ~~New York~~ Delaware corporation (the “Company”), ~~providing for~~ and Lxxxxxx & Company (UK) Ltd. (“you” or “Representative”), as representative of a group of underwriters (collectively, the “Underwriters”), to be named therein, and the other parties thereto (if any), relating to the proposed public offering (the “Offering”) of shares ~~(the “Shares”)~~ of common stock, ~~$0.01~~ par value $0.0001 per share (the “Common Stock”), of the Company. ~~Capitalized terms used herein~~ In order to induce the Representative and ~~not otherwise defined shall have~~ the ~~meanings set forth in~~ other Underwriters to enter into the ~~Placement~~ Underwriting Agreement~~. In consideration of the foregoing~~, and in ~~order to induce you to participate~~ light of the benefits that the Offering of the Securities will confer upon the undersigned in its capacity as a securityholder and/or an officer or a director of the ~~Offering~~Company, and for ~~other~~ good and valuable ~~consideration~~ consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned ~~hereby~~ agrees with each Underwriter that~~, without your prior written consent (which consent may be withheld in your sole discretion), the undersigned will not~~, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 180th day after the date of the Underwriting Agreement (the “Lock-Up Period”~~) beginning on~~ ), the ~~date hereof and ending on~~ undersigned will not, without the ~~date 90 days after the date~~ prior written consent of ~~the final prospectus (including the final prospectus supplement) to be used in confirming the sale of the Shares~~Representative, directly or indirectly, (1i) offer, ~~pledge, announce the intention to~~ sell, ~~sell~~assign, transfer, pledge, 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,~~ or otherwise ~~transfer or~~ dispose of, ~~directly~~ or ~~indirectly, or file (or participate in~~ announce the ~~filing of) a registration statement with the Securities and Exchange Commission in respect~~ intention to otherwise dispose of, any shares of Common Stock now owed or ~~any securities convertible into~~ hereafter acquired by the undersigned or ~~exercisable~~ with respect to which the undersigned has or ~~exchangeable for Common Stock~~ hereafter acquires the power of disposition (~~including~~ including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of promulgated under the Securities Act of 1933, as amended, and ~~Exchange Commission and securities which~~ as the same may be ~~issued upon exercise of a stock option~~ amended or ~~warrant~~supplemented on or after the date hereof from time to time (the “Securities Act”) ~~except for a registration statement on Form S-8 relating to employee benefit plans~~(such shares, ~~(2) enter into any swap or other agreement that transfers, in whole or in part, any of~~ the ~~economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1~~“Beneficially Owned Shares”)) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security securities convertible into or exercisable or exchangeable for 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 Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for 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, or (4iii) ~~publicly announce~~ engage in any short selling of the Common Stock. If the undersigned is an ~~intention to effect any transaction specific in clause (1)~~officer or director of the Company, (2i) Representative 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 shares of Common Stock, Representative will notify the Company of the impending release or waiver, and (3ii) ~~above~~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. ~~Notwithstanding~~ Any release or waiver granted by Representative hereunder to any such officer or director shall only be effective two business days after the ~~foregoing,~~ 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 (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 restrictions set forth in ~~clause~~ this Agreement shall not apply to: (1) ~~and (2) above shall not apply to~~ if the undersigned is a natural person, any transfers made by the undersigned (a~~) transfers (i~~) as a bona fide gift ~~or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii)~~ to any ~~trust for~~ member of the ~~direct or indirect benefit~~ immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate ~~family~~ family, (b) by will or intestate succession upon the death of the undersigned, ~~provided that~~ (c) as a bona fide gift to a charity or educational institution, (d) by operation of law, including domestic relations orders, or (e) if the ~~trustee~~ undersigned is or was an officer, director or employee of the ~~trust agrees~~ Company, to ~~be bound in writing by~~ the ~~restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with your prior written consent or (iv) effected~~ Company pursuant to ~~any exchange~~ the Company’s right of ~~“underwater” options~~ repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (b3) the ~~acquisition or~~ exercise by the undersigned of any stock ~~option~~ option(s) issued pursuant to the Company’s existing ~~equity incentive plans~~stock option plans or arrangements, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (c4) the ~~surrender~~ exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (6) any transfers as a forfeiture of shares of Common Stock to the Company ~~to pay required tax withholdings~~ in a transaction exempt from Section 16(b) of the Exchange Act in connection with the payment of taxes due upon the exercise of options to purchase Common Stock or vesting of ~~any restricted stock awards, or (d) the purchase or sale of~~ other Company securities pursuant to the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. None of the restrictions set forth in this Lock-Up Agreement shall apply to Common Stock acquired in open market transactions. Notwithstanding anything herein to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act, or from amending an existing 10b5-1 trading plan in accordance with Rule 10b5-1 under the Exchange Act, provided, in each case, that no sales or other dispositions of shares of the Common Stock under such 10b5-1 trading plans that were not in effect prior to the date hereof by any person that has signed or is otherwise bound by a lock-up agreement (including the undersigned) will be permitted during the Lock-Up Period, as the same may be extended hereby. For the purpose of allowing you to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless you waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned 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 shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that, if the Placement Agreement does not become effective by June 30, 2008, or if the Placement Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Print Name: __________________________ Print Title: ___________________________ Signature: ____________________________ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx Ushio Xxxxxxxx X. Xxxx Xxxx X. Xxxxx Xxxxxxxx X. XxXxxxxx Xxxxx X. Xxxxxx Xxxx X. Xxxxxxxxemployee benefit plans;

Appears in 1 contract

Samples: Underwriting Agreement (Spherix Inc)

Common use of Partial Unenforceability Clause in Contracts