Pricing Information. Number of Underwritten Shares: [•] Number of Option Shares: [•] Public Offering Price: $[•] per Share Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Biomea Fusion, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;

Appears in 1 contract

Samples: Underwriting Agreement (Biomea Fusion, Inc.)

Pricing Information. ~~Number of Underwritten Shares~~Firm Stock to be Sold: ~~[•] Number of Option Shares~~2,490,612 shares Optional Stock: ~~[•] Public~~ 373,592 shares Offering Price: $~~[•]~~ 6.60 per Share Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 share Underwriting Discounts and Commissions: 5.7% Estimated Net Proceeds to the Company (after underwriting discounts and commissions, but before transaction expenses): $7,275,242.55 Estimated Net Proceeds to the Selling Shareholders (after underwriting discounts and commissions): $8,225,828.42 As filed on EXXXX on September 11, 2013. Cxxxx-Xxxxxx Capital Group LLC 200 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Dear Sirs: This Agreement is being delivered to you in connection with the proposed Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) ~~with Biomea Fusion,~~ between Neonode Inc., a Delaware corporation (the “Company”), ~~providing for~~ and Cxxxx-Xxxxxx Capital Group LLC (“C-H” or, the ~~initial~~ “Underwriter”) and the other parties thereto (if any), relating to the proposed public offering (the “~~Public~~ Offering”) by of shares of the ~~several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of~~ common stock, par value $~~0.0001~~ 0.001 per share (the “Common Stock”), of the ~~Company (the “Securities”)~~Company. ~~Capitalized terms used herein and not otherwise defined shall have the meanings set forth in~~ In order to induce you to enter into the Underwriting Agreement~~. In consideration~~ , and in light of the ~~Underwriters’ agreement to purchase and make~~ benefits that the ~~Public~~ Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the ~~Securities~~Company, and for ~~other~~ good and valuable ~~consideration~~ consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned ~~hereby~~ agrees with the Underwriter that, during the period beginning on and including the date hereof through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of ~~X.X. Xxxxxx Securities LLC~~C-H, ~~Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, and will not cause any direct~~ directly or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)indirectly, (1i) offer, sell, assign, transfer, pledge~~, sell~~, contract to sell, ~~sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend,~~ or otherwise ~~transfer or~~ dispose of, ~~directly~~ or ~~indirectly~~publicly announce the intention to otherwise dispose of, any shares of Common Stock ~~or any securities convertible into or exercisable or exchangeable for Common Stock~~ (~~including~~ including, without limitation, Common Stock ~~or such other securities~~ 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time (the “Exchange ~~Act~~Act”)(such shares, the “Beneficially Owned Shares”)) or 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 ~~other public announcement shall be required~~ (iii) engage in any short selling of the Common Stock or ~~shall be made voluntarily in connection with such transfer~~ securities convertible into or ~~distribution~~ exercisable or exchangeable for Common Stock. If (~~other than~~ i) the Company issues an earnings release or material news or a ~~filing required~~ material event relating to ~~be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D~~the Company occurs during the last 17 days of the Lock-Up Period, or ~~Schedule 13D/A, or Schedule 13F, made after~~ (ii) prior to the expiration of the ~~Restricted~~ 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, the Lock-Up Period ~~referred~~ shall be extended and the restrictions imposed by this Agreement shall continue to ~~above~~apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or the occurrence of a material event, as applicable, unless C-H waives, in writing, such extension. The undersigned hereby agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the terms of this Agreement) ~~and (C)~~ has expired. The restrictions set forth in the ~~case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it~~ immediately preceding paragraph shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;not apply to:

Appears in 1 contract

Samples: Underwriting Agreement (Neonode, Inc)

Pricing Information. Number of Underwritten Shares: [•●] Number of Option Shares: [•●] Public Offering Price: $[•●] per Share ~~Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT~~ [●] [To list each TTW presentation used in TTW meetings.] X.X. ~~XXXXXX SECURITIES~~ Xxxxxx Securities LLC ~~XXXXXXXXX LLC XXXXX XXXXXXX & CO.~~ Citigroup Global Markets Inc. BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x o Citigroup Global Markets Inc. 000 Xxxxxxxxx ~~LLC 000 Xxxxxxx~~ Xxxxxx Xxx Xxxx, XX 00000 c/o ~~Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx~~ BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx~~, Xxxxx 0000 Xxxxxxxxxxx~~, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~Expensify, Inc., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 per share the (~~the~~ “Class A Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities ~~LLC, Xxxxxxxxx~~ LLC ~~and Xxxxx Xxxxxxx & Co.~~ on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock, the Company’s LT10 common stock, par value $0.0001 per share (“XX00 Xxxxxx Xxxxx”), XX00 common stock, par value $0.0001 per share (“LT50 Common Stock” and together, with the LT 10 Common Stock and Class A Common Stock, the “Common Stock”) or such other securities 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~~ option, restricted stock unit or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co~~ the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, if the undersigned is a current employee of the Company or its subsidiaries (including a current contractor, consultant or other service provider of the Company or its subsidiaries, but excluding any director, director nominee or “officer” of the Company (as defined in Rule 16a-1(f) under the Exchange Act)) (each such person, an “Employee Stockholder”), the prohibitions in the second paragraph of this Letter Agreement shall not apply to a number of shares of Common Stock equal to 15% of the Lock-Up Securities owned by undersigned on the date of the preliminary prospectus relating to the Public Offering. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the third paragraph of this Letter Agreement, the undersigned may: (a) transfer ~~or dispose of~~ the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by ~~will, other testamentary document,~~ will or intestacy, (iii) to any ~~member of the undersigned’s immediate family or to any~~ trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned ~~and/or~~ and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such ~~general~~ partnership~~, partnership, or fund~~), or (B) as part of a distribution to ~~direct~~ members or ~~indirect members, partners, shareholders, or other equityholders~~ shareholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce ~~decree,~~ decree or separation agreement; provided that each donee, devisee, transferee or ~~other court order~~distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (viii) to the Company from an ~~employee, independent contractor, or other service provider~~ employee of the Company upon death, disability or termination of ~~employment or cessation of services~~employment, in each case, of such employee~~, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus~~, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in ~~(1) the Public Offering or (2)~~ open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than ~~a majority~~ 90% of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;,

Appears in 1 contract

Samples: Underwriting Agreement (Expensify, Inc.)

Pricing Information. ~~Number of Underwritten Shares: [•] Number of Option Shares: [•]~~ Public Offering Price: $~~[•]~~ 2.40 per ~~Share Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO.~~ share Number of Underwritten Shares Offered: 8,335,000 shares Underwriting Discount: 6.5% Closing Date: April 8, 2014 Canaccord Genuity Inc. As ~~Representatives~~ Representative of the several Underwriters ~~listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~00 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 ~~c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~RE: Venaxis, ~~XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ Representative of the several Underwriters, propose to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~Venaxis, Inc., a ~~Delaware~~ Colorado corporation (the “Company”), ) providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, no par value ~~$0.0001~~ per ~~share (the “Common Stock”)~~share, of the Company (the “~~Securities~~Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the ~~Securities~~Common Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co.~~ Canaccord Genuity Inc. on behalf of the Underwriters, the undersigned will not, ~~and will not cause any direct or indirect affiliate to,~~ during the period ~~beginning on the date of this letter agreement (this “Letter Agreement”) and~~ ending ~~at the close of business 180~~ 90 days after the date of the ~~final~~ prospectus relating to the Public Offering (the “~~Prospectus”) (such period, the “Restricted~~ Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase~~, lend~~, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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~~) (collectively with~~ ), or publicly disclose the ~~Common Stock~~intention to make any offer, ~~“Lock-Up Securities”)~~sale, pledge or disposition, (2) enter into any ~~hedging,~~ swap or other agreement ~~or transaction~~ that transfers, in whole or in part, any of the economic consequences of ownership of the ~~Lock-Up Securities~~Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Lock-Up Securities~~Common Stock or such other securities, in cash or ~~otherwise,~~ otherwise or (3) make any demand for or exercise any right with respect to the registration of any ~~Lock-Up Securities,~~ shares of Common Stock or ~~(4) publicly disclose~~ any security convertible into or exercisable or exchangeable for Common Stock without the ~~intention to do any~~ prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentative, in ~~whole or in part, directly or indirectly,~~ each case other than (A) transfers of ~~any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery~~ shares of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) Common Stock as a bona fide gift or gifts, (B) distributions of shares of Common Stock to members or ~~for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii) to any member~~ shareholders of the undersigned~~’s immediate family or~~ , (C) transfers to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, (D) transfers to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or a member of the immediate family of the undersigned in a transaction not involving a disposition for value, (E) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned, or ~~if the undersigned is a trust,~~ (F) transfers to ~~a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean~~ any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family affiliate of the undersigned ~~are the legal and beneficial owner of all of the outstanding equity securities~~ or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity ~~controlling,~~ controlled ~~by, managing~~ or managed by ~~or under common control with~~ the undersigned ~~or affiliates of the undersigned (including,~~ in a transaction not involving a disposition for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service providervalue; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a)(i~~A), (iiB), (~~iii~~C), (ivD), (vE), or (~~vi) and (vii~~F), ~~such transfer shall not involve a disposition for value and~~ each ~~donee, devisee, transferee~~ donee or distributee shall execute and deliver to the ~~Representatives~~ Representative a lock-up letter in the form of this ~~Letter Agreement~~paragraph; and provided, ~~(B)~~ further, that in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a) (i~~A), (iiB), (~~iii~~C), (ivD), (vE), or (~~vi), and (ix~~F), no filing by any party (donor, donee, ~~devisee, transferor,~~ transferor or transferee~~, distributer or distributee~~) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing ~~required to be made~~ on a Form ~~5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F,~~ 5 made after the expiration of the ~~Restricted Period referred~~ Lock-Up Period). Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of Canaccord Genuity Inc., (i) exercise an option to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), and (ii) transfer shares of Common Stock acquired on the open market following the closing of the Public Offering; provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer ~~or distribution shall be legally~~ (other than a filing on a Form 5 if such filing is required ~~during~~ by the ~~Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;~~Exchange Act).

Appears in 1 contract

Samples: Underwriting Agreement (Venaxis, Inc.)

Pricing Information. Number of Underwritten Shares: ~~[•]~~ 8,000,000 Number of Option Shares: ~~[•]~~ 1,200,000 Public Offering Price: $~~[•]~~ 19.00 per Share ~~Written Testing-the-Waters Communications • None.~~ [FORM OF LOCK-UP ~~AGREEMENT~~ AGREEMENT] , 2023 Xxxxxxx Xxxxx & Co. LLC X.X. ~~XXXXXX SECURITIES~~ Xxxxxx Securities LLC ~~XXXXXXXXX~~ As Representatives of the several Underwriters listed in Schedule 1 hereto c/x Xxxxxxx Xxxxx & Co. LLC ~~XXXXX XXXXXXX & CO.~~ 000 Xxxx Xxxxxx New York, New York 10282-2198 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx New York, New York 10179 As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below ~~c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~Re: EngageSmart, ~~XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~EngageSmart, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock~~, par value $0.0001 per share (the “Common Stock”)~~, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned ~~hereby~~ xxxxxx agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, ~~Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co.~~ on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business ~~180~~ 75 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common ~~Stock~~ Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand ~~for~~ for, or exercise any right with respect to to, the registration of any Lock-Up ~~Securities,~~ Securities or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned or any of its affiliates from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities ~~LLC, Xxxxxxxxx~~ LLC ~~and Xxxxx Xxxxxxx & Co~~ with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by ~~will, other testamentary document,~~ will or intestacy, (iii) to any ~~member of the undersigned’s immediate family or to any~~ trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a corporation, partnership, limited liability company or other entity of which the undersigned and/or one or more of the immediate family members of the undersigned ~~are~~ are, directly or indirectly, the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such ~~general~~ partnership~~, partnership, or fund~~), or (B) as part of a distribution or other transfer or distribution to ~~direct~~ general or ~~indirect members,~~ limited partners, ~~shareholders~~to members or shareholders of, or other ~~equityholders~~ holders of equity interests in, the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce ~~decree,~~ decree or separation agreement~~, or other court order~~, (viii) to the Company from an ~~employee, independent contractor, or other service provider~~ employee of the Company upon death, disability or termination of ~~employment or cessation of services~~employment, in each case, of such employee~~, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus~~, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in ~~(1) the Public Offering or (2)~~ open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold ~~more than~~ at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement~~; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i)~~, (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;[or]

Appears in 1 contract

Samples: Underwriting Agreement (EngageSmart, Inc.)

Pricing Information. The purchase price per share to be paid by the Underwriters shall be $72.18. The public offering price per share is, as to each investor, the price paid by such investor. Number of ~~Underwritten~~ Shares: ~~[•] Number of Option Shares: [•] Public Offering Price: $[•] per Share Written Testing-the-Waters Communications • None.~~ 7,717,347 FORM OF LOCK-UP AGREEMENT ~~X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o~~ BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 ~~c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives of~~ the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~Biomea Fusion,~~ Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $~~0.0001~~ 0.01 per ~~share (the “Common Stock”)~~share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. on behalf of~~ the Underwriters, the undersigned will not~~, and will not cause any direct or indirect affiliate to~~, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending ~~at the close of business 180~~ 30 days after the date of the ~~final~~ prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)) , (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, ~~lend,~~ or otherwise transfer or dispose of, directly or indirectly, any shares of Common ~~Stock~~ Stock, $0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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~~) (collectively with~~ ), or publicly disclose the ~~Common Stock~~intention to make any offer, ~~“Lock-Up Securities”)~~sale, pledge or disposition, (2) enter into any ~~hedging,~~ swap or other agreement ~~or transaction~~ that transfers, in whole or in part, any of the economic consequences of ownership of the ~~Lock-Up Securities~~Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Lock-Up Securities~~Common Stock or such other securities, in cash or ~~otherwise,~~ otherwise or (3) make any demand for or exercise any right with respect to the registration of any ~~Lock-Up Securities,~~ shares of Common Stock or ~~(4) publicly disclose the intention to do~~ any ~~of the foregoing~~security convertible into or exercisable or exchangeable for Common Stock. The ~~undersigned acknowledges and agrees that the~~ foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned mayparagraph shall not apply to: (aA) ~~transfer or dispose~~ transfers of ~~the undersigned’s Lock-Up Securities: (i)~~ shares of Common Stock as a bona fide gift or gifts~~, or for bona fide estate planning purposes,~~; (iiB) ~~by will, other testamentary document, or intestacy, (iii)~~ transfers of shares of Common Stock to ~~any member of the undersigned’s immediate family or to any~~ a trust or ~~other entity~~ limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (C) transfers of shares of Common Stock by will, other testamentary document or ~~if the undersigned is a trust, to a trustor or beneficiary of the trust or~~ intestate succession to the ~~estate~~ legal representative, heir, beneficiary or a member of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the ~~undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,~~undersigned; (~~v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi~~D) if the undersigned is a corporation, partnership, limited liability company, trust or other business ~~entity,~~ entity (A1) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned; (E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (F) to any immediate family member or any investment fund or other entity ~~controlling,~~ controlled ~~by, managing~~ or managed by the undersigned; (G) to a nominee or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part custodian of a ~~distribution~~ person or entity to ~~direct~~ whom a disposition or ~~indirect members, partners, shareholders, or other equityholders of the undersigned,~~transfer would be permissible under clauses (A) through (F); (~~vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii~~H) to the Company ~~from an employee, independent contractor, or other service provider of~~ pursuant to any contractual arrangement that provides for the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale repurchase of the undersigned’s ~~Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to~~ securities by the Company in connection with the ~~vesting, settlement, or exercise~~ termination of ~~restricted stock units, options, warrants~~ the undersigned’s employment or other ~~rights~~ service relationship with the Company or the undersigned’s failure to ~~purchase~~ meet certain conditions set out upon receipt of such securities; (I) shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held acquired by the undersigned in open market transactions after completion of the Offering; (J) pursuant to an ~~agreement~~ order of a court or ~~equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in~~ regulatory agency having jurisdiction over the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made,undersigned; and (xiK) ~~pursuant~~ in response to a bona fide ~~third-~~third party ~~tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and~~ takeover bid made to all holders of ~~the Company’s capital stock involving a Change of Control (as defined below)~~ Common Stock or any other acquisition transaction whereby all or substantially all of the ~~Company (for purposes hereof~~Common Stock are acquired by a third party, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that ~~in the event that~~ if such ~~tender offer, merger, consolidation or other similar~~ transaction is not completed, any Securities in the ~~undersigned’s Lock-Up Securities~~ Company subject to this Letter Agreement shall remain subject to the ~~provisions of~~ restrictions contained in this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;

Appears in 1 contract

Samples: Underwriting Agreement (Ceridian HCM Holding Inc.)

Pricing Information. ~~Number of Underwritten Shares: [•] Number of Option Shares: [•]~~ Public Offering Price: $~~[•]~~ 6.50 per ~~Share Written Testing-the-Waters Communications • None~~share Number of Underwritten Shares Offered: 4,650,000 shares Underwriting Discount: 6.0% Closing Date: April 29, 2015 CANACCORD GENUITY INC. ~~FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX~~ LADENBURG TXXXXXXX & CO. INC. As Representatives of the ~~several~~ Several Underwriters ~~listed in Schedule 1 to the Underwriting Agreement referred to below~~ c/o ~~X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~Canaccord Genuity Inc. 90 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 ~~c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ Re: Lipocine Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~Biomea Fusion,~~ Lipocine Inc., a Delaware corporation (the “Company”), providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.0001 par value ~~$0.0001~~ per ~~share (the “Common Stock”)~~share, of the Company (the “~~Securities~~Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the ~~Securities~~Common Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co.~~ the Representatives on behalf of the Underwriters, the undersigned will not, ~~and will not cause any direct or indirect affiliate to,~~ during the period ~~beginning on the date of this letter agreement (this “Letter Agreement”) and~~ ending ~~at the close of business 180~~ 90 days after the date of the ~~final~~ prospectus relating to the Public Offering (the “~~Prospectus”) (such period, the “Restricted~~ Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase~~, lend~~, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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~~) (collectively with~~ ), or publicly disclose the ~~Common Stock~~intention to make any offer, ~~“Lock-Up Securities”)~~sale, pledge or disposition, (2) enter into any ~~hedging,~~ swap or other agreement ~~or transaction~~ that transfers, in whole or in part, any of the economic consequences of ownership of the ~~Lock-Up Securities~~Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Lock-Up Securities~~Common Stock or such other securities, in cash or ~~otherwise,~~ otherwise or (3) make any demand for or exercise any right with respect to the registration of any ~~Lock-Up Securities,~~ shares of Common Stock or ~~(4) publicly disclose~~ any security convertible into or exercisable or exchangeable for Common Stock without the ~~intention to do any~~ prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentatives, in ~~whole or in part, directly or indirectly,~~ each case other than (A) transfers of ~~any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery~~ shares of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) Common Stock as a bona fide gift or gifts, ~~or for bona fide estate planning purposes,~~ (iiB) ~~by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or~~ transfers to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or a member of the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the ~~Company~~ undersigned in a transaction not involving the disposition for value, or (~~for purposes hereof~~C) transfers by will, ~~“Change of Control” shall mean~~ other testamentary document or intestate succession to the ~~transfer (whether by tender offer~~legal representative, ~~merger~~heir, ~~consolidation or other similar transaction)~~beneficiary, ~~in one transaction~~ or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority member of the ~~outstanding voting securities~~ immediate family of the ~~Company (or the surviving entity))~~undersigned; provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a)(i~~A), (iiB), or (~~iii~~C), ~~(iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and~~ each ~~donee, devisee, transferee~~ donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this ~~Letter Agreement~~paragraph; and provided, ~~(B)~~ further, that in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a) (i~~A), (iiB), or (~~iii), (iv), (v), (vi), and (ix~~C), no filing by any party (donor, donee, ~~devisee, transferor,~~ transferor or transferee~~, distributer or distributee~~) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing ~~required to be made~~ on a Form ~~5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F,~~ 5 made after the expiration of the ~~Restricted Period referred~~ Lock-Up Period). Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of the Representatives, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) ~~and~~ transfer shares of Common Stock acquired on the open market following the closing of the Public Offering; or (Ciii) ~~in the case~~ sell shares of ~~any transfer or distribution~~ Common Stock pursuant to ~~clause~~ the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (~~a)(vii) and (viii) it shall be~~ a ~~condition to such transfer~~ “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public ~~filing, report or~~ announcement shall be required or shall be made voluntarily ~~made and~~ in connection with such transfer (other than a filing on a Form 5 if ~~any~~ such filing ~~under Section 16(a) of~~ is required by the Exchange Act, or ~~other public filing, report or announcement~~ a filing on Form 4 reporting a ~~reduction in beneficial ownership of shares~~ sale of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;pursuant to a 10b5-1 Plan).

Appears in 1 contract

Samples: Underwriting Agreement (Lipocine Inc.)

Pricing Information. ~~Number of Underwritten Shares: [•] Number of Option Shares: [•]~~ Public Offering Price: $~~[•]~~ 0.50 per ~~Share Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO.~~ Unit Number of Units Offered: 32,000,000 Units (consisting of (i) 32,000,000 shares of Common Stock (or Series C Warrants to purchase Common Stock at an exercise price of $0.50 per share in lieu of shares of Common Stock); and (ii) Series A Warrants to purchase 32,000,000 shares of Common Stock at an exercise price of $0.60 per share Underwriting Discount: 6.0% Closing Date: July 8, 2015 Canaccord Genuity Inc. As ~~Representatives~~ Representative of the several Underwriters ~~listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~00 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 ~~c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ RE: EnteroMedics Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ Representative of the several Underwriters, propose to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~Biomea Fusion,~~ EnteroMedics Inc., a Delaware corporation (the “Company”), ) providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.01 par value ~~$0.0001~~ per ~~share (the “Common Stock”)~~share, of the Company (the “~~Securities~~Common Stock”) and Warrants to purchase Common Stock (the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the ~~Securities~~Common Stock and Warrants, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co.~~ the Representative on behalf of the Underwriters, the undersigned will not, ~~and will not cause any direct or indirect affiliate to,~~ during the period ~~beginning on the date of this letter agreement (this “Letter Agreement”) and~~ ending ~~at the close of business 180~~ 30 days after the date of the ~~final~~ prospectus relating to the Public Offering (the “~~Prospectus”) (such period, the “Restricted~~ Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase~~, lend~~, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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~~) (collectively with~~ ), or publicly disclose the ~~Common Stock~~intention to make any offer, ~~“Lock-Up Securities”)~~sale, pledge or disposition, (2) enter into any ~~hedging,~~ swap or other agreement ~~or transaction~~ that transfers, in whole or in part, any of the economic consequences of ownership of the ~~Lock-Up Securities~~Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Lock-Up Securities~~Common Stock or such other securities, in cash or ~~otherwise,~~ otherwise or (3) make any demand for or exercise any right with respect to the registration of any ~~Lock-Up Securities,~~ shares of Common Stock or ~~(4) publicly disclose~~ any security convertible into or exercisable or exchangeable for Common Stock without the ~~intention to do any~~ prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentative, in ~~whole or in part, directly or indirectly,~~ each case other than (A) transfers of ~~any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery~~ shares of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) Common Stock as a bona fide gift or gifts, ~~or for bona fide estate planning purposes,~~ (iiB) ~~by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or~~ transfers to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or a member of the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the ~~Company~~ undersigned in a transaction not involving the disposition for value, or (~~for purposes hereof~~C) transfers by will, ~~“Change of Control” shall mean~~ other testamentary document or intestate succession to the ~~transfer (whether by tender offer~~legal representative, ~~merger~~heir, ~~consolidation or other similar transaction)~~beneficiary, ~~in one transaction~~ or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority member of the ~~outstanding voting securities~~ immediate family of the ~~Company (or the surviving entity))~~undersigned; provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a)(i~~A), (iiB), or (~~iii~~C), ~~(iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and~~ each ~~donee, devisee, transferee~~ donee or distributee shall execute and deliver to the ~~Representatives~~ Representative a lock-up letter in the form of this ~~Letter Agreement~~paragraph; and provided, ~~(B)~~ further, that in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a) (i~~A), (iiB), or (~~iii), (iv), (v), (vi), and (ix~~C), no filing by any party (donor, donee, ~~devisee, transferor,~~ transferor or transferee~~, distributer or distributee~~) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing ~~required to be made~~ on a Form ~~5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F,~~ 5 made after the expiration of the ~~Restricted Period referred~~ Lock-Up Period). Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) ~~and~~ transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (Ciii) ~~in the case~~ sell shares of ~~any transfer or distribution~~ Common Stock pursuant to ~~clause~~ the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (~~a)(vii) and (viii) it shall be~~ a ~~condition to such transfer~~ “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public ~~filing, report or~~ announcement shall be required or shall be made voluntarily ~~made and~~ in connection with such transfer (other than a filing on a Form 5 if ~~any~~ such filing ~~under Section 16(a) of~~ is required by the Exchange Act, or ~~other public filing, report or announcement~~ a filing on Form 4 reporting a ~~reduction in beneficial ownership of shares~~ sale of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;pursuant to a 10b5-1 Plan).

Appears in 1 contract

Samples: Underwriting Agreement (EnteroMedics Inc)

Pricing Information. The purchase price per share to be paid by the Underwriter shall be $56.00. Public offering price per Share: The public offering price per share shall be $56.30. Number of ~~Underwritten~~ Shares: ~~[•] Number of Option Shares: [•] Public Offering Price: $[•] per Share Written Testing-the-Waters Communications • None~~9,000,000. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 [•] Re: Ceridian HCM Holding Inc. — Public Offering by Selling Stockholders Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives of~~ the ~~several Underwriters~~Underwriter, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~Biomea Fusion,~~ Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and certain stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the ~~initial~~ public offering (the “Public Offering”) by the ~~several Underwriters~~ Underwriter named in Schedule 1 to the Underwriting Agreement (the “~~Underwriters~~Underwriter”), of common stock, par value $~~0.0001~~ 0.01 per ~~share (the “Common Stock”)~~share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the ~~Underwriters’~~ Underwriter’s agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. on behalf of~~ the ~~Underwriters~~Underwriter, the undersigned will not~~, and will not cause any direct or indirect affiliate to~~, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending ~~at the close of business 180~~ 30 days after the date of the ~~final~~ prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)) , (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, ~~lend,~~ or otherwise transfer or dispose of, directly or indirectly, any shares of Common ~~Stock~~ Stock, $0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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~~) (collectively with~~ ), or publicly disclose the ~~Common Stock~~intention to make any offer, ~~“Lock-Up Securities”)~~sale, pledge or disposition, (2) enter into any ~~hedging,~~ swap or other agreement ~~or transaction~~ that transfers, in whole or in part, any of the economic consequences of ownership of the ~~Lock-Up Securities~~Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Lock-Up Securities~~Common Stock or such other securities, in cash or ~~otherwise,~~ otherwise or (3) make any demand for or exercise any right with respect to the registration of any ~~Lock-Up Securities,~~ shares of Common Stock or ~~(4) publicly disclose the intention to do~~ any ~~of the foregoing~~security convertible into or exercisable or exchangeable for Common Stock. The ~~undersigned acknowledges and agrees that the~~ foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned mayparagraph shall not apply to: (aA) ~~transfer or dispose~~ transfers of ~~the undersigned’s Lock-Up Securities: (i)~~ shares of Common Stock as a bona fide gift or gifts~~, or for bona fide estate planning purposes,~~; (iiB) ~~by will, other testamentary document, or intestacy, (iii)~~ transfers of shares of Common Stock to ~~any member of the undersigned’s immediate family or to any~~ a trust or ~~other entity~~ limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (C) transfers of shares of Common Stock by will, other testamentary document or ~~if the undersigned is a trust, to a trustor or beneficiary of the trust or~~ intestate succession to the ~~estate~~ legal representative, heir, beneficiary or a member of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the ~~undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,~~undersigned; (~~v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi~~D) if the undersigned is a corporation, partnership, limited liability company, trust or other business ~~entity,~~ entity (A1) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned; (E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (F) to any immediate family member or any investment fund or other entity ~~controlling,~~ controlled ~~by, managing~~ or managed by the undersigned; (G) to a nominee or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part custodian of a ~~distribution~~ person or entity to ~~direct~~ whom a disposition or ~~indirect members, partners, shareholders, or other equityholders of the undersigned,~~transfer would be permissible under clauses (A) through (F); (~~vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii~~H) to the Company ~~from an employee, independent contractor, or other service provider of~~ pursuant to any contractual arrangement that provides for the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale repurchase of the undersigned’s ~~Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to~~ securities by the Company in connection with the ~~vesting, settlement, or exercise~~ termination of ~~restricted stock units, options, warrants~~ the undersigned’s employment or other ~~rights~~ service relationship with the Company or the undersigned’s failure to ~~purchase~~ meet certain conditions set out upon receipt of such securities; (I) shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held acquired by the undersigned in open market transactions after completion of the Offering; (J) pursuant to an ~~agreement~~ order of a court or ~~equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in~~ regulatory agency having jurisdiction over the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made,undersigned; and (xiK) ~~pursuant~~ in response to a bona fide ~~third-~~third party ~~tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and~~ takeover bid made to all holders of ~~the Company’s capital stock involving a Change of Control (as defined below)~~ Common Stock or any other acquisition transaction whereby all or substantially all of the ~~Company (for purposes hereof~~Common Stock are acquired by a third party, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that ~~in the event that~~ if such ~~tender offer, merger, consolidation or other similar~~ transaction is not completed, any Securities in the ~~undersigned’s Lock-Up Securities~~ Company subject to this Letter Agreement shall remain subject to the ~~provisions of~~ restrictions contained in this Letter Agreement~~; provided that~~ ; (AL) in any pledge, hypothecation or the ~~case~~ grant of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter security interests in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with ~~such transfer~~ any margin loan or ~~distribution shall be legally required during~~ other loans, advances and extensions of credit (a “Margin Loan”) by the ~~Restricted Period, such filing, report~~ undersigned or ~~announcement shall clearly indicate in the footnotes thereto the nature~~ any of its direct or indirect subsidiaries and ~~conditions~~ any subsequent transfers of such ~~transfer~~shares of Common Stock pursuant to any foreclosures in accordance with the terms of the documentation governing any Margin Loan;]

Appears in 1 contract

Samples: Underwriting Agreement (Ceridian HCM Holding Inc.)

Pricing Information. ~~Number of Underwritten~~ Firm Shares: ~~[•] Number of Option~~ 19,866,397 Repurchase Shares: ~~[•]~~ 10,466,397 Public Offering ~~Price~~Price Per Share: $~~[•] per Share Written Testing-the-Waters Communications • None.~~ 56.00 Settlement Date: March 6, 2024 FORM OF LOCK-UP AGREEMENT ~~X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO.~~ (SELLING STOCKHOLDER) FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. As ~~Representatives~~ Representative of the several Underwriters ~~listed in~~ Listed on Schedule 1 I to the Underwriting Agreement ~~referred to below~~ c/o ~~X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~BofA Securities, ~~XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~Inc. One Bryant Park New York, ~~XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ New York 10036 Ladies and Gentlemen: The undersigned understands that ~~you~~BofA Securities, Inc., as ~~Representatives of~~ representative (the ~~several Underwriters~~“Representative”), ~~propose~~ proposes to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~Biomea Fusion, Inc.~~AppLovin Corporation, a Delaware corporation (the “Company”), and KKR Denali Holdings L.P. (the “Selling Stockholder”), providing for the ~~initial public~~ offering (the “~~Public~~ Offering”) by the Selling Stockholder to the several Underwriters ~~named in~~ listed on Schedule 1 I to the Underwriting ~~Agreement~~ Agreement, including the Representative (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, par value $~~0.0001~~ 0.00003 per ~~share (the “Common Stock”)~~share, of the Company (the “~~Securities~~Class A Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. ~~In consideration of~~ To induce the ~~Underwriters’ agreement~~ Underwriters that may participate in the Offering to ~~purchase and make~~ continue their efforts in connection with the ~~Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged~~Offering, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC~~the Representative, ~~Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co.~~ on behalf of the Underwriters, ~~the undersigned~~ it will not, and will not ~~cause any direct or indirect affiliate~~ publicly disclose an intention to, during the period ~~beginning~~ commencing on the date of this letter agreement (this “Letter Agreement”) and ending at on and including the ~~close of business 180 days~~ 60th day after the date of the ~~final prospectus relating to the Public Offering (the “Prospectus”)~~ Prospectus (such period, the “Restricted Period,” and the date of such prospectus supplement, the “Offering Date”)) relating to the Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or Class B common stock, par value $0.00003 per share, of the Company (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock ~~(including without limitation, Common Stock~~ or such other securities 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any ~~hedging,~~ swap or other ~~agreement or transaction~~ arrangement that ~~transfers~~transfers to another, in whole or in part, any of the economic consequences of ownership of the ~~Lock-Up Securities~~Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Lock-Up Securities~~Common Stock or such other securities, in cash or otherwise, ~~(3) make~~ other than any ~~demand for or exercise any right with respect~~ shares of Common Stock sold to the ~~registration of any Lock-Up Securities~~Underwriters pursuant to the Underwriting Agreement, if any, or ~~(4) publicly disclose the intention to do any of the foregoing~~as otherwise provided herein. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition ~~or transfer (whether by the undersigned or any other person)~~ of any ~~economic consequences~~ shares of ~~ownership~~Common Stock, ~~in whole~~ or ~~in part~~securities convertible into or exercisable or exchangeable for shares of Common Stock, ~~directly or indirectly, of any Lock-Up Securities, whether~~ even if any such sale or disposition transaction or ~~arrangement (or instrument provided for thereunder)~~ transactions would be ~~settled~~ made or executed by ~~delivery~~ or on behalf of ~~Lock-Up Securities, in cash or otherwise~~someone other than the undersigned. The ~~undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with~~ restrictions in the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securitiesforegoing paragraph shall not apply: (i) to transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, provided that no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made during the Restricted Period in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions; (ii) to transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock by will or intestate succession upon the death of the undersigned, including to the transferee’s nominee or custodian; (iii) to transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide ~~gift or gifts~~gift, charitable contribution or for bona fide estate planning purposes,; (iiiv) ~~by will, other testamentary document, or intestacy,~~ (~~iii~~1) to transfers of shares of Common Stock or any ~~member of the undersigned’s~~ security convertible into or exercisable or exchangeable for Common Stock to an immediate family member or to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the ~~undersigned, or if the~~ undersigned ~~is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust~~ (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, ~~current or former~~ marriage, domestic ~~partnership~~ partnership, or adoption, not more remote than first cousin~~), (iv~~) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) ~~open market transactions after the closing date for the Public Offering, (x)~~ to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership transfers of shares of Common Stock ~~shall be required~~ or ~~shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file~~ any security convertible into or exercisable or exchangeable for Common Stock not involving a ~~report reporting a reduction~~ change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transferownership;

Appears in 1 contract

Samples: Underwriting Agreement (AppLovin Corp)

Pricing Information. Number of Underwritten Shares: [•[ ● ] Number of Option Shares: [•[ ● ] Public Offering Price: $[•[ ● ] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Written Testing-the-Waters Communications ~~• None. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO. As Representatives of~~ [TBD] [To be attached] [To be attached] [To be attached] Testing the ~~several Underwriters listed in Schedule 1~~ waters authorization (to be delivered by the ~~Underwriting Agreement referred~~ issuer to ~~below c/o~~ X.X. Xxxxxx Securities ~~LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~LLC, ~~XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o~~ Xxxxx Xxxxxxx & ~~Co. 000 Xxxxxxxx Xxxx~~Co., ~~Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Ladies~~ UBS Securities LLC and ~~Gentlemen: The undersigned understands that you~~SVB Leerink LLC in email or letter form): In reliance on Section 5(d) of the Securities Act of 1933, as ~~Representatives of the several Underwriters, propose to enter into an underwriting agreement~~ amended (the “~~Underwriting Agreement~~Act”), Xxxxxxx Surgical, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co., UBS Securities LLC and SVB Leerink LLC and each of their respective affiliates and employees, to engage on behalf of the Issuer in oral and written communications with ~~Biomea Fusion~~potential investors that are [For issuers relying on Rule 163B: reasonably believed to be] “qualified institutional buyers”, ~~Inc.~~as defined in Rule 144A under the Act, or institutions that are “accredited investors”, within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated [initial public ]offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a ~~Delaware corporation~~ written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co., UBS Securities LLC and SVB Leerink LLC in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect.] If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co., UBS Securities LLC and SVB Leerink LLC and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co., UBS Securities LLC and SVB Leerink LLC and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx J.P. Securities LLC, Xxxxx Xxxxxxx & Co., UBS Securities LLC and SVB Leerink LLC a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [name of JPM banker] at [email]; [name of Piper banker] at [email]; [name of UBS banker] at [email]; and [name of Leerink banker] at [email]. [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Xxxxxxx Surgical, Inc. (the “Company”~~), providing for the initial public offering (the “Public Offering”~~) ~~by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”),~~ of ______ shares of common stock, $___ par value ~~$0.0001 per share~~ (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2021 (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted PeriodLock-up Letter”), ~~(1) offer~~executed by you in connection with such offering, ~~pledge~~and your request for a [waiver] [release] dated __________________, ~~sell~~20__, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase ______ shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “~~Exchange Act~~Shares”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;.

Appears in 1 contract

Samples: Underwriting Agreement (Minerva Surgical Inc)

Pricing Information. ~~Number of Underwritten Shares~~Firm Stock to be Sold: ~~[•] Number of Option Shares~~4,000,000 shares Optional Stock: ~~[•] Public~~ 600,000 shares Offering Price: $~~[•]~~ 4.00 per ~~Share Written Testing-the-Waters Communications •~~ share Underwriting Discounts and Commissions: 7% Estimated Net Proceeds to the Company (after underwriting discounts and commissions, but before transaction expenses): $11,160,000 Estimated Net Proceeds to the Selling Shareholders (after underwriting discounts and commissions): $3,720,000 None. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities Xxxxx and Company, LLC 000 ~~Xxxxxxx~~ Xxxxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 ~~c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~Re: Neonode, ~~XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Ladies and Gentlemen~~Inc. Dear Sirs: ~~The undersigned understands that you, as Representatives of~~ This Agreement is being delivered to you in connection with the ~~several Underwriters, propose to enter into an underwriting agreement~~ proposed Underwriting Agreement (the “Underwriting Agreement”) ~~with Biomea Fusion~~between Neonode, Inc., a Delaware corporation (the “Company”), ~~providing for~~ and Xxxxx and Company, LLC (“Cowen” or, the ~~initial~~ “Underwriter”) and the other parties thereto (if any), relating to the proposed public offering (the “~~Public~~ Offering”) by of shares of the ~~several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of~~ common stock, par value $~~0.0001~~ 0.001 per share (the “Common Stock”), of the ~~Company (the “Securities”)~~Company. ~~Capitalized terms used herein and not otherwise defined shall have the meanings set forth in~~ In order to induce you to enter into the Underwriting Agreement~~. In consideration~~ , and in light of the ~~Underwriters’ agreement to purchase and make~~ benefits that the ~~Public~~ Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the ~~Securities~~Company, and for ~~other~~ good and valuable ~~consideration~~ consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned ~~hereby~~ agrees with the Underwriter that, during the period beginning on and including the date hereof through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of ~~X.X. Xxxxxx Securities LLC~~Cowen, ~~Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, and will not cause any direct~~ directly or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)indirectly, (1i) offer, sell, assign, transfer, pledge~~, sell~~, contract to sell, ~~sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend,~~ or otherwise ~~transfer or~~ dispose of, ~~directly~~ or ~~indirectly~~publicly announce the intention to otherwise dispose of, any shares of Common Stock ~~or any securities convertible into or exercisable or exchangeable for Common Stock~~ (~~including~~ including, without limitation, Common Stock ~~or such other securities~~ 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time (the “Exchange ~~Act~~Act”)(such shares, the “Beneficially Owned Shares”)) or 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 ~~other public announcement shall be required~~ (iii) engage in any short selling of the Common Stock or ~~shall be made voluntarily in connection with such transfer~~ securities convertible into or ~~distribution~~ exercisable or exchangeable for Common Stock. If (~~other than~~ i) the Company issues an earnings release or material news or a ~~filing required~~ material event relating to ~~be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D~~the Company occurs during the last 17 days of the Lock-Up Period, or ~~Schedule 13D/A, or Schedule 13F, made after~~ (ii) prior to the expiration of the ~~Restricted~~ 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, the Lock-Up Period ~~referred~~ shall be extended and the restrictions imposed by this Agreement shall continue to ~~above~~apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or the occurrence of a material event, as applicable, unless Cowen waives, in writing, such extension. The undersigned hereby agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the terms of this Agreement) ~~and (C)~~ has expired. The restrictions set forth in the ~~case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it~~ immediately preceding paragraph shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;not apply to:

Appears in 1 contract

Samples: Underwriting Agreement (Neonode, Inc)

Pricing Information. Number of Underwritten Shares: [•●] Number of Option Shares: [•●] Public Offering Price: $[•●] per Share Written Testing-the-Waters Communications • ~~None~~10x Genomics Testing-the-Waters Presentation dated September 2020. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC ~~XXXXXXXXX~~ BOFA SECURITIES, INC. XXXXX AND COMPANY, LLC ~~XXXXX XXXXXXX & CO.~~ As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/~~x Xxxxxxxxx LLC 000 Xxxxxxx~~ o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx ~~Xxxxxxx & Co. 000 Xxxxxxxx~~ Xxx Xxxx~~, Xxxxx 0000 Xxxxxxxxxxx~~, XX 00000 Re: 10x Genomics, Inc. (the “Company”) —Public Offering Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ representatives (the “Representatives”) of the several Underwriters, propose to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~Biomea Fusion, Inc., a Delaware corporation (~~the “Company”), providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $~~0.0001~~ 0.00001 per share (~~the~~ “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities ~~LLC, Xxxxxxxxx~~ LLC and ~~Xxxxx Xxxxxxx & Co.~~ BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not[, and will not cause any direct or indirect affiliate ~~to,~~ to,]1 during the period ~~beginning on~~ from and including the date of this letter agreement (this “Letter 1 Not to be included in the lock-up agreement for Xxxxx Xxxxxxx or Venrock and affiliated entities. Agreement”) and ending at the close of ~~business 180~~ 60 days after the date set forth on the cover of the final prospectus ~~relating to the Public Offering (the “Prospectus”)~~ (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (~~including~~ including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or ~~warrant~~warrant [, however expressly excluding any Common Stock or such other securities held by Venrock Associates VI, L.P., Venrock Partners VI, L.P., Venrock Management VI, LLC, or Venrock Partners Management VI, LLC (individually and collectively, “Venrock”) which are subject to a letter agreement in substantially similar form of this Letter Agreement (including without limitation Common Stock specifically permitted to be transferred or otherwise disposed of in numbered clause (12) of such letter agreement) (~~collectively~~ the “Venrock Letter Agreement”)]2 ) (the “Other Securities” and together with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement ~~or transaction~~ that transfers, in whole or in part, any of the economic consequences of ownership of the ~~Lock-Up Securities~~Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Lock-Up Securities~~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 ~~Lock-Up Securities~~shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly disclose the intention to do undertake any of the foregoing, in each case other than the Securities to be sold by the undersigned pursuant to the Underwriting Agreement. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Common Stock, or ~~transfer (whether~~ securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned. The undersigned represents and warrants that the undersigned is not, has not caused or directed any ~~other~~ of its affiliates to be or become, and is not aware of any of its affiliates being, currently a party to any agreement or arrangement that is designed to or which reasonably could be expected to lead to or result in any activity prohibited by this Letter Agreement during the Restricted Period. If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of ~~any economic consequences~~ the Exchange Act of ~~ownership~~1934, as amended (the “Exchange Act”)), other than a natural person, entity or “group” (as described above) that has executed a letter agreement in ~~whole or in part~~substantially the same form as this Letter Agreement, beneficially owns, directly or indirectly, 50% or more of ~~any Lock-Up Securities~~the common equity interests, ~~whether any such transaction~~ or ~~arrangement (~~50% or ~~instrument provided for thereunder) would be settled by delivery~~ more of ~~Lock-Up Securities~~the voting power, in ~~cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction~~ the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned ~~may: (a)~~ may transfer or otherwise dispose of the undersigned’s Lock-Up Securities: (i1) as a bona fide gift or gifts~~, or for bona fide estate planning purposes,~~; (ii2) by ~~will, other testamentary document,~~ will or intestacy,; provided that any shares of Lock-Up Securities so transferred or disposed of by directors or officers shall remain subject to the terms of this Letter Agreement; (~~iii~~3) to any ~~member of the undersigned’s immediate family or to any~~ trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust ~~(for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption,~~ in a transaction not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom including a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service providervalue; provided that ~~such arrangements are disclosed~~ 2 Only to be included in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;agreements for Xxxxx Xxxxxxx.

Appears in 1 contract

Samples: Underwriting Agreement (10x Genomics, Inc.)

Pricing Information. Number of ~~Underwritten Shares~~Firm Shares to be Issued and Sold: ~~[•] Number of Option Shares: [•]~~ 6,000,000 Public Offering Price: $~~[•] per Share Written Testing-the-Waters Communications •~~ 2.50 Underwriting Discounts & Commissions: 6.5% Number of Optional Shares to be Issued and Sold: 900,000 None. ~~FORM OF LOCK~~Hxxxxx Technologies Company d/b/a Hxxxxx Technologies of Tennessee incorporated in the State of Tennessee Hxxxxx Holdings, Inc. incorporated in the State of Nevada Safety Hi-~~UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX~~ Tech USA, LLC, a Delaware limited liability company, of which Hxxxxx Holdings, Inc. owns 50% of the equity. Wxxxxxx Xxxxx & ~~CO.~~ Company, L.L.C. 200 Xxxx Xxxxx Xxxxxx Chicago, Illinois 60606 As ~~Representatives~~ Representative of the several Underwriters ~~listed~~ to be named in ~~Schedule 1 to~~ the within-mentioned Underwriting Agreement ~~referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~Re: Proposed Public Offering by Hxxxxx Technologies, ~~XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Ladies and Gentlemen~~Inc. Dear Sirs: The ~~undersigned~~ undersigned, a security holder of Hxxxxx Technologies, Inc., a New York corporation (the “Company”), understands that ~~you~~Wxxxxxx Xxxxx & Company, ~~as Representatives of the several Underwriters, propose~~ L.L.C. (“Wxxxxxx Xxxxx”) proposes to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~Biomea Fusion, Inc., a Delaware corporation~~ the Company providing for the public offering of shares (the “~~Company”), providing for the initial public offering (the “Public Offering~~Shares”) by of the ~~several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of~~ Company’s common stock, par value $~~0.0001~~ 0.001 per share (the “Common Stock”), . In recognition of the ~~Company (~~benefit that such an offering will confer upon the ~~“Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration~~ undersigned as a security holder of the ~~Underwriters’ agreement to purchase and make the Public Offering of the Securities~~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 to be named in the Underwriting Agreement (the “Underwriters”) that, except as otherwise provided herein, during a period commencing on the date hereof and ending on the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of ~~X.X. Xxxxxx Securities LLC~~Wxxxxxx Xxxxx, ~~Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, and will not cause any direct~~ directly or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)indirectly, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any ~~option,~~ option or right or warrant ~~to purchase, lend~~for the sale of, or otherwise dispose of or transfer ~~or dispose~~ any shares of, ~~directly or indirectly, any shares of~~ Common Stock or any securities convertible into or exchangeable or exercisable ~~or exchangeable~~ for Common ~~Stock (including without limitation~~Stock, ~~Common Stock~~ whether now owned or ~~such other securities which may be deemed to be beneficially owned~~ hereafter acquired by the undersigned ~~in accordance~~ or with respect to which the ~~rules and regulations~~ undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the ~~Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)~~ foregoing (~~collectively with~~ collectively, the ~~Common Stock,~~ “Lock-Up Securities”), ) or (2ii) enter into any ~~hedging,~~ swap or any other agreement or any transaction that transfers, in whole or in part, ~~any of~~ directly or indirectly, the economic ~~consequences~~ consequence of ownership of the Lock-Up Securities, whether any such swap or transaction ~~described in clause (1) or (2) above~~ is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging Common Stock or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securitiessecurities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned ~~may: (a)~~ may transfer ~~or dispose of~~ the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities ~~acquired in~~ during the Lock-Up Period without the prior written consent of Wxxxxxx Xxxxx, provided that (1) Wxxxxxx Xxxxx receives a signed lock-up agreement for the ~~Public Offering~~ balance of the Lock-up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for ~~value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement~~value, (B3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in ~~the case~~ accordance with Section 16 of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as ~~amended (the “Exchange Act”)~~amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C4) in neither the undersigned nor any donee, trustee, distributee or transferee, as the case of may be, otherwise voluntarily effects any ~~transfer~~ public filing or ~~distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to~~ report regarding such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;transfers:

Appears in 1 contract

Samples: Underwriting Agreement (Hudson Technologies Inc /Ny)

Pricing Information. Number of Underwritten Shares: [•●] Number of Option Shares: [•●] Public Offering Price: $[•●] per Share Written Testing-the-Waters Communications • ~~None.~~ Annexon TTW presentation FORM OF LOCK-UP AGREEMENT , 20[🌑] X.X. XXXXXX SECURITIES LLC ~~XXXXXXXXX~~ BOFA SECURITIES, INC. XXXXX AND COMPANY, LLC ~~XXXXX XXXXXXX & CO.~~ As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/~~x Xxxxxxxxx LLC 000 Xxxxxxx~~ o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 c/o ~~Xxxxx Xxxxxxx & Co.~~ Cowen and Company, LLC 000 ~~Xxxxxxxx~~ Xxxxxxxxx Xxxxxx Xxx Xxxx~~, Xxxxx 0000 Xxxxxxxxxxx~~, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ representatives (the “Representatives”) of the several Underwriters, propose to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~Biomea Fusion, Inc., a Delaware corporation (~~the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $~~0.0001~~ 0.001 per share (~~the~~ “Common Stock”), of the Company (the “Securities”). Capitalized terms used ~~herein~~ in this letter agreement (this “Letter Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co.~~ the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this ~~letter agreement (this “~~Letter ~~Agreement”)~~ Agreement and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “~~Restricted~~ Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (~~including~~ including, without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;the

Appears in 1 contract

Samples: Underwriting Agreement (Annexon, Inc.)

Pricing Information. Number of ~~Underwritten~~ Firm Shares: ~~[•]~~ 14,000,000 Number of ~~Option~~ Firm Warrants: 14,000,000 Number of Optional Shares: ~~[•]~~ 2,100,000 Number of Optional Warrants: 2,100,000 Public Offering ~~Price~~Price per combination of one Share and one Warrant: $~~[•] per Share Written Testing-the-Waters Communications •~~ 2.50 Exercise Price of Warrant: $3.10 None. ~~FORM OF LOCK-UP AGREEMENT~~ October 6, 2021 X.X. ~~XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX~~ Xxxxxxxxxx & ~~CO. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities~~ Co., LLC 000 ~~Xxxxxxx~~ Xxxx Xxxxxx Xxx Xxxx, XX 00000 ~~c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx~~ As Representative of the several Underwriters RE: Osmotica Pharmaceuticals plc (the “Company”) Ladies & ~~Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Ladies and~~ Gentlemen: The ~~undersigned understands that you~~Company proposes to conduct a public offering (the “Offering”) of ordinary shares, ~~as Representatives~~ nominal value $0.01 (the “Shares”), of the ~~several Underwriters~~Company for which X.X. Xxxxxxxxxx & Co., ~~propose to enter~~ LLC will act as the Representative of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with ~~Biomea Fusion, Inc., a Delaware corporation (~~the ~~“Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1~~ Company with respect to the ~~Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”)~~Offering. ~~Capitalized~~ Annex A sets forth definitions for capitalized terms used ~~herein and~~ in this letter agreement that are not ~~otherwise~~ defined ~~shall have the meanings set forth~~ in the ~~Underwriting Agreement~~body of this agreement. Those definitions are a part of this agreement. In consideration of the ~~Underwriters’ agreement to purchase and make the Public Offering of the Securities~~foregoing, and for other good and valuable ~~consideration~~ consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, subject to the exceptions set forth in this letter agreement, the undersigned will not (and will cause any Family Member not to), without the prior written consent of ~~X.X. Xxxxxx Securities LLC~~the Representative, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may ~~be deemed~~ withhold its consent in its sole discretion: · Sell or Offer to be Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially ~~owned~~ (as defined in Rule 13d-3 under the Exchange Act) 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) (collectively with the Common Stock~~such Family Member, ~~“Lock-Up Securities”), (2)~~ · enter into any ~~hedging~~Swap, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) · make any demand ~~for~~ for, or exercise any right with respect to to, the registration under the Securities Act of the offer and sale of any ~~Lock-Up~~ Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (4or an amendment or supplement thereto) with respect to any such registration, or · publicly ~~disclose the~~ announce any intention to do any of the foregoing. The ~~undersigned acknowledges~~ foregoing will not apply to the registration of the offer and ~~agrees that~~ sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement, if applicable. In addition, the foregoing ~~precludes~~ restrictions shall not apply to: (i) sales of Shares acquired in the Offering or in open market transactions after the completion of the Offering; (ii) the transfer of Shares or Related Securities by gift; (iii) the transfer of Shares or Related Securities by will or intestate succession to a Family Member or the legal representative, heir or beneficiary of the undersigned; (iv) the transfer of Shares or Related Securities to a Family Member or a trust whose beneficiaries consist exclusively of one or more of the undersigned ~~from engaging in any hedging~~ and/or a Family Member; (v) transfers or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose dispositions of the undersigned’s ~~Lock-Up Securities: (i) as a bona fide gift~~ Shares or ~~gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii)~~ Related Securities to any ~~member of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned~~corporation, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity ~~of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of~~ all of the ~~outstanding equity securities~~ beneficial ownership interests of which are held by the undersigned or ~~similar interests,~~ any Family Member; (vvi) distributions of the undersigned’s Shares or Related Securities to limited partners, general partners, members, shareholders, other equityholders or any Beneficial Owners of the undersigned; (vii) transfers or dispositions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (iii) ~~through (iv) above,~~ to (vi); (viii) transfers by operation of law, including pursuant to a domestic order or negotiated divorce settlement; (ix) transfers pursuant to an order of a court or regulatory agency or to comply with any regulations related to the undersigned’s ownership of Shares; (x) transfers to the Company or its affiliates upon death, disability or termination of employment of the undersigned; or (xi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, ~~(A)~~ the transfer of Shares or Related Securities to another corporation, partnership, limited liability company, trust or other business entity that is an a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities ~~Act of 1933, as amended~~Act) of the ~~undersigned,~~ undersigned or to any investment fund or other entity ~~controlling,~~ controlled or managed by, ~~managing or managed by~~ or under common control ~~with the undersigned~~ or ~~affiliates of the undersigned (including~~management as, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, ; provided, however, that in any such case set forth in (ii) through (vii) ~~by operation of law~~and (xi) above, it shall be a condition to such ~~as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii)~~ transfer that each transferee executes and delivers to the ~~Company from~~ Representative an ~~employee, independent contractor, or other service provider of~~ agreement in form and substance reasonably satisfactory to the ~~Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided~~ Representative stating that such ~~arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up~~ transferee is receiving and holding such Shares and/or Related Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the ~~terms~~ provisions of this ~~Letter Agreement~~letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, ~~and~~ engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto); provided further that in any such ~~restricted stock units~~case set forth in (i) above, ~~options, warrants or rights are held by the undersigned pursuant~~ it shall be a condition to ~~an agreement or equity awards granted under a stock incentive plan or other equity award plan, each~~ such ~~agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit~~ transfer that prior to the ~~Registration Statement~~expiration of the Lock-up Period, ~~and provided further that~~ no ~~public filing, report or announcement~~ filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of ~~shares~~ Shares compared to the amount disclosed in the undersigned’s Form 3 under Section 16(a) of ~~Common Stock~~ the Exchange Act, shall be required or shall be voluntarily made; and provided further that in any such case set forth in (ii), (iv) through (vii) and (xi) above, it shall be a condition to such transfer that prior to the expiration of the Lock-up Period, no filing under Section 16(a) of the Exchange Act (other than a filing on Form 5) reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made ~~during the Restricted Period within 30 days after the date of the Prospectus, and after~~ unless such ~~30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate~~ filing indicates in the footnotes thereto that the filing relates to a gift, estate planning transaction, distribution to limited partners, general partners, members, shareholders, other equityholders or any Beneficial Owners of the ~~circumstances~~ undersigned, or a transfer to an affiliated entity, as applicable, and that no Shares were sold to the public by the reporting person and the Shares remain subject to a lock-up agreement with the underwriters of the Offering. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may (i) exercise an option to subscribe for Shares granted under any share option, share bonus, employee share purchase or other share incentive plan of the Company, provided that the Shares issued upon such exercise shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that such plan does not provide for any transfers of Shares or Related Securities during the Lock-up Period, (iii) sell, transfer or dispose of Shares or Related Securities during the Lock-up Period in accordance with a trading plan pursuant to Rule 10b5-1 that has been entered into by the undersigned prior to the date hereof, provided that such plan has been provided or made available to the Representative and any filing under Section 16(a) of the Exchange Act as a result of such sales, transfers or dispositions will contain a footnote disclosing that such sales, transfers or dispositions were made in accordance with a trading plan pursuant to Rule 10b5-1 or (iv) transfer Shares or Related Securities (A) as forfeitures to satisfy tax withholding obligations of the undersigned in connection with the vesting or exercise of equity awards by the undersigned pursuant to any share option, share bonus, employee share purchase or other share incentive plan of the Company, (B) pursuant to a net exercise or cashless exercise by the undersigned of outstanding equity awards pursuant to any share option, share bonus, employee share purchase or other share incentive plan of the Company, provided that any Shares acquired upon the net exercise or cashless exercise of equity awards described in this clause ~~and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are~~ (B) shall be subject to the restrictions set forth in this letter agreement, ~~and no public filing, report~~ or ~~announcement shall be voluntarily made,~~ (xiC) pursuant to a bona fide third-party tender ~~offer~~offer for all outstanding shares of the Company, merger, consolidation or other similar transaction ~~that is approved by the Board of Directors of the Company and~~ made to all holders of the Company’s ~~capital stock~~ securities involving a ~~Change~~ change of ~~Control (as defined below)~~ control of the Company (~~for purposes hereof~~including, ~~“Change~~ without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of ~~Control” shall mean the transfer (whether by tender offer, merger, consolidation~~ any Shares or other ~~similar~~ such securities in connection with such transaction), or vote any Shares or other such securities in ~~one transaction or a series~~ favor of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)any transaction); provided that in the event that such tender offer, merger, consolidation or other ~~similar~~ such transaction is not completed, such securities held by the ~~undersigned’s Lock-Up Securities~~ undersigned shall remain subject to the provisions of this ~~Letter Agreement~~letter agreement; provided ~~that (A)~~ further that, in the case of ~~any~~ a transfer ~~or distribution or other disposition~~ pursuant to clause (~~a)(i), (ii), (iii), (iv), (v), (vi~~A) ~~and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee~~ or ~~distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement,~~ (B) in above, if the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing undersigned is required to ~~be made on~~ make a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange ~~Act, or other public filing, report or announcement~~ Act reporting a reduction in beneficial ownership of ~~shares~~ Shares during the Lock-up Period, the undersigned shall include a statement in such report to the effect that the purpose of ~~Common Stock~~ such transfer was to cover tax or strike price obligations of the undersigned in connection with such exercise. 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 Shares or ~~distribution~~ Related Securities held by the undersigned, if any, except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the underwriters. The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. Notwithstanding anything herein to the contrary, if (a) the initial closing of the Offering has not occurred prior to November 13, 2021, (b) after being executed, the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be issued thereunder, (c) the Company notifies the underwriters in writing that it does not intend to proceed with the Offering, or (d) the Company withdraws the Registration Statement related to the Offering, then this letter agreement shall terminate and the undersigned shall be ~~legally required during~~ released from all obligations hereunder upon the ~~Restricted Period~~earliest to occur of the events specified above. This letter agreement shall be governed by, ~~such filing~~and construed in accordance with, ~~report or announcement shall clearly indicate in~~ the ~~footnotes thereto~~ laws of the ~~nature~~ State of New York, without regard to its conflicts of law provisions other than New York General Obligations Laws Sections 5-1401 and ~~conditions~~ 5-1402. Signature Printed Name of ~~such transfer;~~Person Signing

Appears in 1 contract

Samples: Underwriting Agreement (Osmotica Pharmaceuticals PLC)

Pricing Information. Number of Underwritten Shares: [•] Number of Option Shares: [•] Public Offering Price: $[•] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Written Testing-the-Waters Communications ~~• None~~(Provided under separate cover) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by EngageSmart, Inc. (the “Company”) of [ ]shares of common stock, $[ ] par value (the “Common Stock”), of the Company and the lock-up letter dated [ ], 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [ ], 2021, with respect to [ ] shares of Common Stock (the “Shares”). [ ] hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [ ], 2021; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, [Signature of Representatives] [Name of Representatives] cc: Company EngageSmart, Inc. (“Company”) announced today that [ ], the lead book-running managers in the Company’s recent public sale of shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [ ], 2021, and the shares may be sold on or after such date. FORM OF LOCK-UP AGREEMENT , 2021 X.X. XXXXXX SECURITIES LLC ~~XXXXXXXXX LLC XXXXX~~ XXXXXXX SACHS & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/~~x Xxxxxxxxx LLC~~ o Goldman Sachs & Co. LLC, 000 ~~Xxxxxxx Xxxxxx~~ Xxxx Xxxxxx, Xxx Xxxx, ~~XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx~~ Xxx Xxxx 00000-0000 ~~Xxxxxxxxxxx, XX 00000~~ Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~EngageSmart, Inc., a Delaware corporation (together with its predecessor entity, EngageSmart, LLC, the “Company”), providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock~~, par value $0.0001 per share (the “Common Stock”)~~, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, ~~Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co.~~ on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common ~~Stock~~ Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand ~~for~~ for, or exercise any right with respect to to, the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned or any of its affiliates from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities ~~LLC, Xxxxxxxxx~~ LLC and ~~Xxxxx~~ Xxxxxxx Sachs & Co Co. LLC with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, at the commencement of the third Trading Day after the Company announces its earnings (which for this purpose shall not include “flash” numbers or preliminary, partial earnings) by a press release issued through a major news service or on a Form 10-Q or 10-K for the first completed quarterly period (the “First Post-Offering Earnings Release”) following the most recent period for which financial statements are included in the Prospectus (the “First Post-IPO Quarter”), if the undersigned ~~may: (a) transfer or dispose~~ is an Employee Stockholder, subject to compliance with applicable securities laws including without limitation Rule 144 promulgated under the Securities Act, 20% of the undersigned’s shares of Common Stock that are subject to the 180-day restrictions set forth in this Lock-Up ~~Securities: (i) as a bona fide gift or gifts~~Agreement, ~~or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii) to any member~~ which percentage shall be calculated based on the number of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (~~including, in each case, by way of “net” or “cashless” exercise),~~ including ~~for the payment of exercise price and tax and remittance payments due~~ Other Included Securities) subject to such restrictions as ~~a result~~ of the ~~vesting, settlement,~~ last day of the First Post-IPO Quarter (or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described another recent date as determined in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders sole discretion of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), ~~in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after~~ will be automatically released from such ~~transfer, such person or group of affiliated persons would hold more than a majority of~~ restrictions (the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s “Employee Early Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange ActExpiration Date”), . The Company shall announce by a press release issued through a major news service or ~~other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made~~ on a Form 58-K, ~~Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after~~ any Employee Early Lock-Up Expiration Date at least two full Trading Days prior to the ~~expiration~~ opening of trading on the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;Employee Early Lock-Up Expiration Date.

Appears in 1 contract

Samples: Underwriting Agreement (EngageSmart, LLC)

Pricing Information. Number of Underwritten Shares: [•] Number of Option Shares: [•] Public Offering Price: $[•] per Share Written Testing-the-Waters Communications • ~~None.~~ Erasca - Testing-the-Waters Presentation Dated May 2021 and June 2021 FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC ~~XXXXXXXXX LLC XXXXX~~ XXXXXX XXXXXXX & CO. LLC BOFA SECURITIES, INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/~~x Xxxxxxxxx~~ o Morgan Xxxxxxx & Co. LLC ~~000 Xxxxxxx Xxxxxx~~ 0000 Xxxxxxxx Xxx Xxxx, XX 00000 c/o ~~Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx~~ BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx~~, Xxxxx 0000 Xxxxxxxxxxx~~, XX 00000 Re: Erasca, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~Erasca, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, ~~Xxxxxxxxx LLC and Xxxxx~~ Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co~~ the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer ~~or dispose of~~ the undersigned’s Lock-Up ~~Securities~~Securities without the consent of the Representatives: (i) as a bona fide gift or gifts, including without limitation to a charitable organization or educational institution, or for bona fide estate planning purposes, (ii) by will, other testamentary ~~document,~~ document or intestacy, (iii) to any member of the undersigned’s immediate family or to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned ~~and/or~~ and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such ~~general~~ partnership~~, partnership, or fund~~), or (B) as part of a distribution to ~~direct~~ members or ~~indirect members, partners, shareholders, or other equityholders~~ shareholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce ~~decree,~~ decree or separation agreement~~, or other court order~~, (viii) to the Company from an ~~employee, independent contractor, or other service provider~~ employee of the Company upon death, disability or termination of ~~employment or cessation of services~~employment, in each case, of such employee~~, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus~~, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in ~~(1) the Public Offering or (2)~~ open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock expiring during the Restricted Period (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, ~~and~~ provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, ~~or filed as an exhibit to the Registration Statement,~~ and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 60 days after the date of the Prospectus, and after such ~~30th~~ 60th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) transfers or dispositions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this agreement and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus that provides for the repurchase of shares of Common Stock in connection with the termination of the undersigned’s employment with or service to the Company; provided, that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 75 days after the date the undersigned ceases to provide services to the Company, and after such 75th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, such report or filing shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and no public filing, report or announcement shall be voluntarily made, (xii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than ~~a majority~~ 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement~~; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i)~~, (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;or

Appears in 1 contract

Samples: Underwriting Agreement (Erasca, Inc.)

Pricing Information. Number of Underwritten Shares: [•] Number of Option Shares: [•] Public Offering Price: $[•] per Share Written Testing-the-Waters Communications ~~• None.~~ [CARGO Therapeutics – Testing-the-Waters Presentation] FORM OF LOCK-UP AGREEMENT , 2023 X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX ~~XXXXXXX & CO.~~ AND COMPANY, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx ~~Xxx Xxxx~~New York, ~~XX 00000~~ NY 10179 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx ~~Xxx Xxxx~~New York, ~~XX 00000~~ NY 10022 c/o x Xxxxx ~~Xxxxxxx & Co.~~ and Company, LLC 000 ~~Xxxxxxxx Xxxx~~Xxxxxxxxx Xxxxxx New York, ~~Xxxxx 0000 Xxxxxxxxxxx~~NY 10022 Re: CARGO Therapeutics, ~~XX 00000~~ Inc. —- Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~CARGO Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $~~0.0001~~ 0.001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co.~~ the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co~~ the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) ~~transfer~~ transfer, distribute, cause the disposition of or ~~dispose of~~ surrender (as the case may be), the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary ~~document,~~ document or intestacy, (iii) ~~to any member of the undersigned’s immediate family or~~ (1) to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), or (2) to any immediate family member, (iv) to a corporation, partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, ~~partnership,~~ partnership or fund), or (B) as part of a distribution to partners, direct or indirect members, ~~partners, shareholders,~~ shareholders or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation ~~agreement,~~ agreement or other court order, (viii) to the Company from an ~~employee, independent contractor, or other service provider~~ employee of the Company upon death, disability or termination of ~~employment or cessation of services~~employment, in each case, of such employee~~, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus~~, (ix) as part of a sale or transfer of the undersigned’s Lock-Up Securities acquired (A) from the Underwriters in ~~(1)~~ the Public Offering or (2B) in open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, ; provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement~~, and~~ ; provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, , (xi) transfers or ~~filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership~~ dispositions of shares of Common Stock ~~shall be required~~ or ~~shall be voluntarily made during~~ any security convertible into or exercisable or exchangeable for Common Stock to the ~~Restricted Period within 30 days after~~ Company pursuant to any contractual arrangement in effect on the date of this agreement and disclosed in the ~~Prospectus~~Registration Statement, the Pricing Disclosure Package and ~~after such 30th day, if~~ the ~~undersigned is required to file a report reporting a reduction in beneficial ownership~~ Prospectus that provides for the repurchase of shares of Common Stock ~~during~~ in connection with the ~~Restricted Period,~~ termination of the ~~undersigned shall clearly indicate in the footnotes thereto that the filing relates~~ undersigned’s employment with or service to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreementCompany, ~~and no public filing, report or announcement shall be voluntarily made,~~or (xixii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than ~~a majority~~ 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), ) and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing ~~required to be made~~ on a Form ~~5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F,~~ 5 made after the expiration of the Restricted Period referred to ~~above~~above or any required filing on Schedule 13) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii~~) and~~ ), (viii), (x) or (xi) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;

Appears in 1 contract

Samples: Underwriting Agreement (CARGO Therapeutics, Inc.)

Pricing Information. Number of Underwritten Shares: ~~[•]~~ 4,761,905 Number of Option Shares: ~~[•]~~ 714,285 Public Offering Price: $~~[•]~~ 21.00 per Share Written Testing-the-Waters Communications • ~~None~~TTW presentation dated February 2023. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC ~~XXXXXXXXX LLC XXXXX~~ XXXXXX XXXXXXX & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/~~x Xxxxxxxxx~~ o Morgan Xxxxxxx & Co. LLC ~~000 Xxxxxxx Xxxxxx~~ 0000 Xxxxxxxx Xxx Xxxx, XX 00000 ~~c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx~~Re: Xxxxxx Medical Concepts, ~~Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~Xxxxxx Medical Concepts, Inc., a Delaware corporation (the “Company”), providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $~~0.0001~~ 0.001 per share the (~~the~~ “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned ~~hereby~~ xxxxxx agrees that, without the prior written consent of X.X. Xxxxxx Securities ~~LLC, Xxxxxxxxx~~ LLC and ~~Xxxxx~~ Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business ~~180~~ 90 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities ~~LLC, Xxxxxxxxx~~ LLC and ~~Xxxxx~~ Xxxxxx Xxxxxxx & Co Co. LLC with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) ~~transfer~~ transfer, distribute, cause the disposition of or ~~dispose of~~ surrender (as the case may be), the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, ~~other~~ testamentary ~~document,~~ document or intestacy, (iii) ~~to any member of the undersigned’s immediate family or~~ (1) to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin)) or (2) to any immediate family member, (iv) to a corporation, partnership, limited liability company or other entity of which the undersigned ~~and/or~~ and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such ~~general~~ partnership~~, partnership, or fund~~), or (B) as part of a distribution to ~~direct or indirect members,~~ partners, ~~shareholders,~~ members or ~~other equityholders~~ shareholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce ~~decree,~~ decree or separation agreement, ~~or other court order~~provided that such transferee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (viii) to the Company from an ~~employee, independent contractor, or other service provider~~ employee of the Company upon death, disability or termination of ~~employment or cessation of services~~employment, in each case, of such employee~~, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus~~, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in ~~(1) the Public Offering or (2)~~ open market transactions after the ~~closing date for~~ completion of the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than ~~a majority~~ 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;or

Appears in 1 contract

Samples: Underwriting Agreement (Treace Medical Concepts, Inc.)

Pricing Information. Number of Underwritten Shares: [•●] Number of Option Shares: [•●] Public Offering Price: $[•●] per Share Annex C Written Testing-the-Waters Communications • ~~None.~~ The Presentation used in May 2020 (“Presentation 1”) • The Presentation used in early June 2020 (“Presentation 2”) • The Presentation used in mid-June 2020 (“Presentation 3”) FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC ~~XXXXXXXXX LLC XXXXX XXXXXXX & CO~~BOFA SECURITIES, INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/~~x Xxxxxxxxx LLC 000 Xxxxxxx~~ o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx~~, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx~~, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~Acutus Medical, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $~~0.0001~~ 0.001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities ~~LLC, Xxxxxxxxx~~ LLC and ~~Xxxxx Xxxxxxx & Co.~~ BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (~~this~~ the “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms ~~that it has furnished X.X. Xxxxxx Securities LLC~~that, ~~Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with~~ as of the ~~details of any transaction~~ date hereof, the undersigned, or any of its affiliates, is not a party to ~~as of the date hereof, which~~ a transaction that would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. For the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit. Notwithstanding the foregoing, the undersigned may: (a) transfer ~~or dispose of~~ the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary ~~document,~~ document or intestacy, (iii) to any ~~member of the undersigned’s immediate family or to any~~ trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such ~~general~~ partnership~~, partnership, or fund~~), or (B) as part of a distribution to ~~direct~~ members or ~~indirect members, partners, shareholders, or other equityholders~~ shareholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation ~~agreement,~~ agreement or other similar court order, provided no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph, (viii) to the Company from an ~~employee, independent contractor, or other service provider~~ employee of the Company upon death, disability or termination of ~~employment or cessation of services~~employment, in each case, of such employee, ~~independent contractor, or service provider;~~ provided that such ~~arrangements are~~ contractual arrangement is either pursuant to a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (such a plan, an “Equity Plan”), or otherwise disclosed in the ~~Prospectus~~Prospectus or filed as an exhibit to the Registration Statement on Form S-1 relating to the Public Offering to be filed with the Securities and Exchange Commission, and provided further that no filing under the Exchange Act (as defined below) or other public filing, report or announcement reporting a change in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 60 days after the date the undersigned ceases to provide services to the Company, and after such 60th day, if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in ~~(1)~~ the Public Offering (other than any Company-directed Securities acquired in the Public Offering by an officer or ~~(2)~~ director of the Company or in open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statementany Equity Plan, and provided further that no filing under the Exchange Act or other public filing, report or announcement reporting a ~~reduction~~ change in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the ~~Restricted Period within 30~~ 45 days after the date of the Prospectus, and after such ~~30th~~ 45th day, if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a ~~reduction~~ change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this ~~clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement~~paragraph, ~~and no public filing, report or announcement shall be voluntarily made,~~or (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than ~~a majority~~ 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the ~~Representatives~~ Representative a lock-up letter in the form of this Letter ~~Agreement,~~ Agreement and (B) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a) (i~~a)(i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing ~~required to be made~~ on a Form ~~5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F,~~ 5 made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer);

Appears in 1 contract

Samples: Underwriting Agreement (Acutus Medical, Inc.)

Pricing Information. ~~Number of Underwritten Shares: [•] Number of Option Shares: [•]~~ Public Offering Price: $~~[•]~~ 0.87 per ~~Share Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO.~~ Unit Number of Units Offered: 40,229,886 Units (consisting of (i) 40,229,886 shares of Common Stock (or Series C Warrants to purchase Common Stock at an exercise price of $0.87 per share in lieu of shares of Common Stock); (ii) Series A Warrants to purchase 20,114,943 shares of Common Stock at an exercise price of $1.00 per share and (iii) Series B Warrants to purchase 20,114,943 shares of Common Stock at an exercise price of $1.09 per share Underwriting Discount: 6.0% Closing Date: July 6, 2015 Canaccord Genuity Inc. As ~~Representatives~~ Representative of the several Underwriters ~~listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~00 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 ~~c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ RE: EnteroMedics Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ Representative of the several Underwriters, propose to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~Biomea Fusion,~~ EnteroMedics Inc., a Delaware corporation (the “Company”), ) providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.01 par value ~~$0.0001~~ per ~~share (the “Common Stock”)~~share, of the Company (the “~~Securities~~Common Stock”) and Warrants to purchase Common Stock (the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the ~~Securities~~Common Stock and Warrants, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co.~~ the Representative on behalf of the Underwriters, the undersigned will not, ~~and will not cause any direct or indirect affiliate to,~~ during the period ~~beginning on the date of this letter agreement (this “Letter Agreement”) and~~ ending ~~at the close of business 180~~ 30 days after the date of the ~~final~~ prospectus relating to the Public Offering (the “~~Prospectus”) (such period, the “Restricted~~ Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase~~, lend~~, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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~~) (collectively with~~ ), or publicly disclose the ~~Common Stock~~intention to make any offer, ~~“Lock-Up Securities”)~~sale, pledge or disposition, (2) enter into any ~~hedging,~~ swap or other agreement ~~or transaction~~ that transfers, in whole or in part, any of the economic consequences of ownership of the ~~Lock-Up Securities~~Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Lock-Up Securities~~Common Stock or such other securities, in cash or ~~otherwise,~~ otherwise or (3) make any demand for or exercise any right with respect to the registration of any ~~Lock-Up Securities,~~ shares of Common Stock or ~~(4) publicly disclose~~ any security convertible into or exercisable or exchangeable for Common Stock without the ~~intention to do any~~ prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentative, in ~~whole or in part, directly or indirectly,~~ each case other than (A) transfers of ~~any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery~~ shares of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) Common Stock as a bona fide gift or gifts, ~~or for bona fide estate planning purposes,~~ (iiB) ~~by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or~~ transfers to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or a member of the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the ~~Company~~ undersigned in a transaction not involving the disposition for value, or (~~for purposes hereof~~C) transfers by will, ~~“Change of Control” shall mean~~ other testamentary document or intestate succession to the ~~transfer (whether by tender offer~~legal representative, ~~merger~~heir, ~~consolidation or other similar transaction)~~beneficiary, ~~in one transaction~~ or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority member of the ~~outstanding voting securities~~ immediate family of the ~~Company (or the surviving entity))~~undersigned; provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a)(i~~A), (iiB), or (~~iii~~C), ~~(iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and~~ each ~~donee, devisee, transferee~~ donee or distributee shall execute and deliver to the ~~Representatives~~ Representative a lock-up letter in the form of this ~~Letter Agreement~~paragraph; and provided, ~~(B)~~ further, that in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a) (i~~A), (iiB), or (~~iii), (iv), (v), (vi), and (ix~~C), no filing by any party (donor, donee, ~~devisee, transferor,~~ transferor or transferee~~, distributer or distributee~~) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing ~~required to be made~~ on a Form ~~5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F,~~ 5 made after the expiration of the ~~Restricted Period referred~~ Lock-Up Period). Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) ~~and~~ transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (Ciii) ~~in the case~~ sell shares of ~~any transfer or distribution~~ Common Stock pursuant to ~~clause~~ the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (~~a)(vii) and (viii) it shall be~~ a ~~condition to such transfer~~ “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public ~~filing, report or~~ announcement shall be required or shall be made voluntarily ~~made and~~ in connection with such transfer (other than a filing on a Form 5 if ~~any~~ such filing ~~under Section 16(a) of~~ is required by the Exchange Act, or ~~other public filing, report or announcement~~ a filing on Form 4 reporting a ~~reduction in beneficial ownership of shares~~ sale of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;pursuant to a 10b5-1 Plan).

Appears in 1 contract

Samples: Underwriting Agreement (EnteroMedics Inc)

Pricing Information. Number of Underwritten Shares: [•●] Number of Option Shares: [•●] Public Offering Price: $[•●] per Share Written Testing-the-Waters Communications • ● [None. .] FORM OF LOCK-UP AGREEMENT ~~X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC~~ [●], 2021 XXXXXXX XXXXX ~~XXXXXXX~~ & CO. LLC As ~~Representatives~~ Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o ~~X.X. Xxxxxx Securities~~ Goldman Sachs & Co. LLC 000 ~~Xxxxxxx~~ Xxxx Xxxxxx Xxx Xxxx, XX ~~00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx~~ 00000-0000 ~~Xxxxxxxxxxx, XX 00000~~ Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ Representative of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~Acutus Medical, Inc., a Delaware corporation (the “Company”), providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $~~0.0001~~ 0.001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and~~ Xxxxxxx Xxxxx ~~Xxxxxxx~~ & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (~~this~~ the “Letter Agreement”) and ending at the close of business ~~180~~ 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms ~~that it has furnished X.X. Xxxxxx Securities LLC~~that, ~~Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with~~ as of the ~~details of any transaction~~ date hereof, the undersigned, or any of its affiliates, is not a party to ~~as of the date hereof, which~~ a transaction that would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. For the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit. Notwithstanding the foregoing, the undersigned may: (a) transfer ~~or dispose of~~ the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary ~~document,~~ document or intestacy, (iii) to any ~~member of the undersigned’s immediate family or to any~~ trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such ~~general~~ partnership~~, partnership, or fund~~), or (B) as part of a distribution to ~~direct~~ members or ~~indirect members, partners, shareholders, or other equityholders~~ shareholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation ~~agreement,~~ agreement or other similar court order, provided no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph, (viii) to the Company from an ~~employee, independent contractor, or other service provider~~ employee of the Company upon death, disability or termination of ~~employment or cessation of services~~employment, in each case, of such employee, ~~independent contractor, or service provider;~~ provided that such ~~arrangements are~~ contractual arrangement is either pursuant to a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (such a plan, an “Equity Plan”), or otherwise disclosed in the ~~Prospectus~~Prospectus or filed as an exhibit to the Registration Statement on Form S-1 relating to the Public Offering to be filed with the Securities and Exchange Commission, and provided further that no filing under the Exchange Act (as defined below) or other public filing, report or announcement shall be voluntarily made during the Restricted Period and any required filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in ~~(1)~~ the Public Offering or ~~(2)~~ in open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statementany Equity Plan, and provided further that no filing under the Exchange Act or other public filing, report or announcement ~~reporting a reduction in beneficial ownership of shares of Common Stock shall be required or~~ shall be voluntarily made during the Restricted Period ~~within 30 days after the date~~ and any required filing under Section 16(a) of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this ~~clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement~~paragraph, ~~and no public filing, report or announcement shall be voluntarily made,~~or (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than ~~a majority~~ 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the ~~Representatives~~ Representative a lock-up letter in the form of this Letter ~~Agreement,~~ Agreement and (B) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a) (i~~a)(i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing ~~required to be made~~ on a Form ~~5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F,~~ 5 made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer);

Appears in 1 contract

Samples: Underwriting Agreement (Acutus Medical, Inc.)

Pricing Information. Number of Underwritten Shares: [•●] Number of Option Shares: [•●] Public Offering Price: $[•●] per Share Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2020 X.X. XXXXXX SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. XXXXXXXXX LLC ~~XXXXX XXXXXXX & CO.~~ As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx~~, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ representatives (the “Representatives”) of the several Underwriters, propose to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~ORIC Pharmaceuticals, ~~Inc., a Delaware corporation~~ Inc. (the “Company”), providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (~~the~~ “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc. and Xxxxxxxxx LLC ~~and Xxxxx Xxxxxxx & Co.~~ on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business ~~180~~ 75 days after the date set forth on the cover of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (~~including~~ including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant) (~~collectively~~ collectively, the “Other Securities,” and together with the Common Stock, the “~~Lock-Up~~ Lockup Securities”)), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the ~~Lock-Up~~ Lockup Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Lock-Up~~ Common Stock or Other Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any ~~Lock-Up~~ Lockup Securities, or (4) publicly disclose the intention to do undertake any of the foregoing (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities in connection with the Public Offering pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than the Securities to be sold by the undersigned pursuant to the Underwriting Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Common Stock or Other Securities: (i) as a bona fide gift or gifts, including a bona fide gift to a charitable organization, as such term is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; (ii) by will or intestacy; (iii) to any trust or other entities formed for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin); (iv) to any immediate family member; (v) if the undersigned is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a beneficiary of such trust; (vi) to a partnership, limited liability company or other entity of which the undersigned or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi) above; (viii) by operation of law pursuant to a qualified domestic order, divorce settlement, divorce decree or domestic separation agreement; (ix) the transfer of shares of Common Stock or Other Securities to the Company pursuant to a contractual arrangement or agreement described in the Prospectus under which the Company has the option to repurchase such shares of Common Stock or Other Securities upon the termination of service of the undersigned, provided that no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the termination of the undersigned’s employment or other services; (x) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution, transfer or disposition without consideration by the undersigned to its stockholders, partners, members or other equity holders; (xi) in transactions consisting of shares of Common Stock or such Other Securities that the undersigned may purchase in the Public Offering or in open market transactions on or after the date set forth on the cover of the Prospectus; (xii) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options or the settlement of restricted stock units granted under a stock incentive plan or other equity award plan, which plan is described in the Prospectus, provided that any shares of Common Stock or Other Securities received as a result of such exercise, vesting or settlement shall remain subject to the terms of this Letter Agreement; and provided further that no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph; (A) to the Company for the purposes of exercising (including for the payment of tax withholdings or remittance payments due as a result of such exercise) on a “net exercise” or “cashless” basis options or other rights to purchase shares of Common Stock and (B) in connection with the vesting or settlement of restricted stock units, any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of the vesting or settlement of such restricted stock units, in all such cases, pursuant to equity awards granted under a stock incentive plan or other equity award plan, which plan is described in the Prospectus, provided that any shares of Common Stock or Other Securities received as a result of such exercise, vesting or settlement shall remain subject to the terms of this Letter Agreement and provided further that no public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition and if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph; and (xiv) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Common Stock and Other Securities shall remain subject to the provisions of this Letter Agreement (for the purposes of this Letter Agreement, “change of control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction, the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), or group of persons, other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 60% of the total voting power of the voting share capital of the Company); provided that (1) in the case of any transfer or distribution pursuant to clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (x) each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement; (2) that in the case of any transfer or distribution pursuant to clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (x) and (xi) no filing by any party (donor, donee, devisor, devisee, transferor or transferee) under the Exchange Act, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a required filing on a Form 5 or a required filing under Section 13 of the Exchange Act); (3) in the case of any transfer or distribution pursuant to clause (viii) it shall be a condition to such transfer that any required filing under Section 16(a) of the Exchange Act, or other required public filing, report or announcement reporting a change in beneficial ownership of shares of Common Stock shall clearly indicate in the footnotes thereto the nature and conditions of such transfer and no other public filing or announcement shall be made voluntarily during the Restricted Period in connection with such transfer or disposition, and (4) in the case of any transfer or distribution pursuant to clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (x), such transfer or distribution shall not involve a disposition for value. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition ~~or transfer~~ (whether by the undersigned or ~~any~~ someone other ~~person~~than the undersigned) or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any ~~Lock-Up~~ shares of Lockup Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of ~~Lock-Up Securities~~Common Stock or other securities, in cash or otherwise. The undersigned further confirms that it has furnished ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co~~ the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;.

Appears in 1 contract

Samples: Underwriting Agreement (Oric Pharmaceuticals, Inc.)

Pricing Information. Number of Underwritten Shares: [•●] Number of Option Shares: [•●] Public Offering Price: $[•●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Written Testing-the-Waters Communications • ~~None.~~ [To list each TTW presentation used in TTW meetings.] FORM OF LOCK-UP AGREEMENT [●], 2021 X.X. XXXXXX SECURITIES LLC ~~XXXXXXXXX LLC XXXXX~~ XXXXXX XXXXXXX & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/~~x Xxxxxxxxx~~ o Morgan Xxxxxxx & Co. LLC ~~000 Xxxxxxx Xxxxxx~~ 0000 Xxxxxxxx Xxx Xxxx, XX 00000 ~~c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx~~Re: Xxxxxx Medical Concepts, ~~Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~Xxxxxx Medical Concepts, Inc., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $~~0.0001~~ 0.001 per share the (~~the~~ “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities ~~LLC, Xxxxxxxxx~~ LLC and ~~Xxxxx~~ Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities ~~LLC, Xxxxxxxxx~~ LLC and ~~Xxxxx~~ Xxxxxx Xxxxxxx & Co Co. LLC with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) ~~transfer~~ transfer, distribute, cause the disposition of or ~~dispose of~~ surrender (as the case may be), the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, ~~other~~ testamentary ~~document,~~ document or intestacy, (iii) ~~to any member of the undersigned’s immediate family or~~ (1) to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin)) or (2) to any immediate family member, (iv) to a corporation, partnership, limited liability company or other entity of which the undersigned ~~and/or~~ and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such ~~general~~ partnership~~, partnership, or fund~~), or (B) as part of a distribution to ~~direct or indirect members,~~ partners, ~~shareholders,~~ members or ~~other equityholders~~ shareholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce ~~decree,~~ decree or separation agreement, ~~or other court order~~provided that such transferee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (viii) to the Company from an ~~employee, independent contractor, or other service provider~~ employee of the Company upon death, disability or termination of ~~employment or cessation of services~~employment, in each case, of such employee~~, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus~~, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in ~~(1) the Public Offering or (2)~~ open market transactions after the ~~closing date for~~ completion of the Public Offering, (x) to the Company (a) pursuant to a right of first refusal described in the Prospectus with respect to transfers of Lock-Up Securities and (b) in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made,or (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than ~~a majority~~ 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (a)(i), (ii), (iii), (iv), (v~~), (vi~~) and (~~vii~~vi), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), ) and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing ~~required to be made~~ on a Form ~~5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F,~~ 5 made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii), (viii) and (~~viii~~x) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;

Appears in 1 contract

Samples: Underwriting Agreement (Treace Medical Concepts, Inc.)

Pricing Information. ~~Number of Underwritten Shares: [•] Number of Option Shares: [•]~~ Public Offering Price: $~~[•]~~ 0.675 per ~~Share Written Testing~~Series A Unit and $0.665 per Series B Unit Number of Series A Units Offered: 11,481,481 Series A Units (consisting of (i) 11,481,481 shares of Common Stock and (ii) Series H Warrants to purchase 8,611,112 shares of Common Stock) Number of Series B Units Offered: 2,218,045 Series B Units (consisting of (i) 2,218,045 pre-~~the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO.~~ funded Series I Warrants and (ii) Series H Warrants to purchase 1,663,534 shares of Common Stock) Series H Warrant Exercise Price $0.70 per share Series I Warrant Exercise Price: $0.01 per share Underwriting Discount: 6.0% Closing Date: August 4, 2016 Canaccord Genuity Inc. As ~~Representatives~~ Representative of the several Underwriters ~~listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~90 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 ~~c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~RE: Palatin Technologies, ~~XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ Representative of the several Underwriters, propose to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~Palatin Technologies, Inc., a Delaware corporation (the “Company”), ) providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.01 par value ~~$0.0001~~ per ~~share (the “Common Stock”)~~share, of the Company (the “~~Securities~~Common Stock”) and Warrants to purchase Common Stock (the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the ~~Securities~~Common Stock and Warrants, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co.~~ the Representative on behalf of the Underwriters, the undersigned will not, ~~and will not cause any direct or indirect affiliate to,~~ during the period ~~beginning on the date of this letter agreement (this “Letter Agreement”) and~~ ending ~~at the close of business 180~~ 30 days after the date of the ~~final~~ prospectus relating to the Public Offering (the “~~Prospectus”) (such period, the “Restricted~~ Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase~~, lend~~, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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~~) (collectively with~~ ), or publicly disclose the ~~Common Stock~~intention to make any offer, ~~“Lock-Up Securities”)~~sale, pledge or disposition, (2) enter into any ~~hedging,~~ swap or other agreement ~~or transaction~~ that transfers, in whole or in part, any of the economic consequences of ownership of the ~~Lock-Up Securities~~Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Lock-Up Securities~~Common Stock or such other securities, in cash or ~~otherwise,~~ otherwise or (3) make any demand for or exercise any right with respect to the registration of any ~~Lock-Up Securities,~~ shares of Common Stock or ~~(4) publicly disclose~~ any security convertible into or exercisable or exchangeable for Common Stock without the ~~intention to do any~~ prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentative, in ~~whole or in part, directly or indirectly,~~ each case other than (A) transfers of ~~any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery~~ shares of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) Common Stock as a bona fide gift or gifts, ~~or for bona fide estate planning purposes,~~ (iiB) ~~by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or~~ transfers to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or a member of the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the ~~Company~~ undersigned in a transaction not involving the disposition for value, or (~~for purposes hereof~~C) transfers by will, ~~“Change of Control” shall mean~~ other testamentary document or intestate succession to the ~~transfer (whether by tender offer~~legal representative, ~~merger~~heir, ~~consolidation or other similar transaction)~~beneficiary, ~~in one transaction~~ or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority member of the ~~outstanding voting securities~~ immediate family of the ~~Company (or the surviving entity))~~undersigned; provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a)(i~~A), (iiB), or (~~iii~~C), ~~(iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and~~ each ~~donee, devisee, transferee~~ donee or distributee shall execute and deliver to the ~~Representatives~~ Representative a lock-up letter in the form of this ~~Letter Agreement~~paragraph; and provided, ~~(B)~~ further, that in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a) (i~~A), (iiB), or (~~iii), (iv), (v), (vi), and (ix~~C), no filing by any party (donor, donee, ~~devisee, transferor,~~ transferor or transferee~~, distributer or distributee~~) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing ~~required to be made~~ on a Form ~~5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F,~~ 5 made after the expiration of the ~~Restricted Period referred~~ Lock-Up Period). Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) ~~and~~ transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (Ciii) ~~in the case~~ sell shares of ~~any transfer or distribution~~ Common Stock pursuant to ~~clause~~ the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (~~a)(vii) and (viii) it shall be~~ a ~~condition to such transfer~~ “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public ~~filing, report or~~ announcement shall be required or shall be made voluntarily ~~made and~~ in connection with such transfer (other than a filing on a Form 5 if ~~any~~ such filing ~~under Section 16(a) of~~ is required by the Exchange Act, or ~~other public filing, report or announcement~~ a filing on Form 4 reporting a ~~reduction in beneficial ownership of shares~~ sale of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;pursuant to a 10b5-1 Plan).

Appears in 1 contract

Samples: Underwriting Agreement (Palatin Technologies Inc)

Pricing Information. ~~Number of Underwritten Shares: [•] Number of Option Shares: [•] Public Offering~~ Price: $~~[•]~~ 40.00 per ~~Share Written Testing~~share Number of Shares: 8,750,000 (plus 1,312,500 Option Securities) Underwriting discounts and commissions: $2.20 per share Form of Lock-~~the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT~~ Up Agreement , 2021 X.X. XXXXXX SECURITIES LLC ~~XXXXXXXXX LLC~~ XXXXXXX XXXXX ~~XXXXXXX~~ & CO. LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters ~~listed in Schedule 1 to the Underwriting Agreement referred to below~~ c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/~~x Xxxxxxxxx~~ o Goldman Xxxxx & Co. LLC 000 ~~Xxxxxxx~~ Xxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o ~~Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx~~ Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, ~~Xxxxx 0000 Xxxxxxxxxxx, XX~~ Xxx Xxxx 00000 Ladies and Gentlemen: ~~The undersigned understands that you, as Representatives of~~ This letter agreement (this “Agreement”) is being delivered to you in connection with the ~~several Underwriters, propose to enter into an underwriting agreement~~ proposed Underwriting Agreement (the “Underwriting Agreement”~~) with Biomea Fusion~~), among Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), ~~providing for the initial public offering~~ and each of you as representatives (the “~~Public Offering~~Representatives”) ~~by the several Underwriters named in Schedule 1 to the Underwriting Agreement~~ of a group of underwriters (the “Underwriters”)) named therein, relating to an underwritten public offering of common stock, $0.0001 par value ~~$0.0001~~ per share (the “Common Stock”), of the Company (the “~~Securities~~Offering”). ~~Capitalized terms used herein~~ In order to induce you and ~~not otherwise defined shall have~~ the ~~meanings set forth in~~ other Underwriters to enter into the Underwriting Agreement~~. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged~~, the undersigned ~~hereby agrees that~~will not, without the prior written consent of X.X. Xxxxxx Securities ~~LLC, Xxxxxxxxx~~ LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (~~this~~ “~~Letter Agreement~~X.X. Xxxxxx”) and ~~ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering~~ Xxxxxxx Sachs & Co. LLC (~~the~~ “~~Prospectus”) (such period, the “Restricted Period~~Xxxxxxx Xxxxx”), ~~(1)~~ offer~~, pledge~~, sell, contract to sell, ~~sell~~ pledge, lend or otherwise dispose of (or enter into any ~~option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend~~transaction which is designed to, or ~~otherwise transfer~~ might reasonably be expected to, result in the disposition (whether by actual disposition or ~~dispose of~~effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, ~~any shares~~ including the filing (or participation in the filing) of ~~Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock~~ a registration statement (~~including without limitation, Common Stock or such~~ other ~~securities which may be deemed to be beneficially owned by the undersigned in accordance~~ than a registration statement on Form S-8) 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~~(the “SEC”) ~~(collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers,~~ in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or ~~entry into, any~~ establish or increase a put equivalent position or liquidate or decrease a call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by equivalent position within the ~~undersigned or any other person)~~ meaning of ~~any economic consequences~~ Section 16 of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any shares of capital stock of the Company or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13Dany securities convertible into, or ~~Schedule 13D/A~~exercisable or exchangeable for such capital stock, or ~~Schedule 13F~~publicly announce an intention to do any of the foregoing, ~~made~~ for a period from the date hereof, until 30 days after the ~~expiration~~ date of the Underwriting Agreement (such period, the “Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) Period”). The provisions of the ~~Exchange Act,~~ immediately preceding paragraph shall not apply to or ~~other public filing, report or announcement reporting a reduction in beneficial ownership~~ prohibit any of ~~shares of Common Stock in connection with such transfer or distribution shall be legally required during~~ the ~~Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;~~following:

Appears in 1 contract

Samples: Underwriting Agreement (Apellis Pharmaceuticals, Inc.)

Pricing Information. Number of Underwritten Shares: [•●] Number of Option Shares: [•●] Public Offering Price: $[•●] per Share [Set out key information included in script that will be used by Underwriters to confirm sales] Written Testing-the-Waters Communications • ~~None. FORM OF LOCK~~Outreach email from X.X. Xxxxxx Securities LLC to certain qualified institutional buyers and/or institutional accredited investors on July 18, 2023 • Neumora - Testing-~~UP AGREEMENT~~ the-Waters Presentation Form of Lock-Up Agreement X.X. XXXXXX SECURITIES LLC ~~XXXXXXXXX LLC XXXXX XXXXXXX & CO~~BOFA SECURITIES, INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx ~~Xxx Xxxx~~New York, ~~XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000~~ NY 10179 c/o ~~Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx~~BofA Securities, ~~Xxxxx 0000 Xxxxxxxxxxx~~Inc. One Bryant Park New York, ~~XX 00000~~ NY 10036 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co.~~ the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co~~ the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) ~~transfer~~ transfer, distribute, cause the disposition of or ~~dispose of~~ surrender (as the case may be), the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, ~~other~~ testamentary ~~document,~~ document or intestacy, (iii) ~~to any member of the undersigned’s immediate family or~~ (1) to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin)) or (2) to any immediate family member, (iv) to a corporation, partnership, limited liability company or other entity of which the undersigned ~~and/or~~ and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such ~~general~~ partnership~~, partnership, or fund~~), or (B) as part of a distribution to ~~direct or indirect members,~~ partners, ~~shareholders,~~ members or ~~other equityholders~~ shareholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce ~~decree,~~ decree or separation agreement~~, or other court order~~, (viii) to the Company from an ~~employee, independent contractor, or other service provider~~ employee of the Company upon death, disability or termination of ~~employment or cessation of services~~employment, in each case, of such employee~~, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus~~, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired (A) in ~~(1) the Public Offering or (2)~~ open market transactions after the closing date for the Public Offering or (B) from the Underwriters in the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made,; or (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than ~~a majority~~ 50% of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), ) and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing ~~required to be made~~ on a Form ~~5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F,~~ 5 made after the expiration of the Restricted Period referred to ~~above~~above or any required filing on Schedule 13) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii), (viii) and (~~viii~~x) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;

Appears in 1 contract

Samples: Underwriting Agreement (Neumora Therapeutics, Inc.)

Pricing Information. Number of ~~Underwritten Shares~~Firm Shares to be Issued and Sold: ~~[•] Number of Option Shares: [•]~~ 13,333,333 Public Offering Price: $~~[•] per Share Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX~~ 3.00 Underwriting Discounts & ~~CO.~~ Commissions: 7.0% Number of Optional Shares to be Issued and Sold: 2,000,000 None Wxxxxxx Xxxxx & Company, L.L.C. 200 Xxxx Xxxxx Xxxxxx Chicago, Illinois 60606 As ~~Representatives~~ Representative of the several Underwriters ~~listed~~ to be named in ~~Schedule 1 to~~ the within-mentioned Underwriting Agreement ~~referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~Re: Proposed Public Offering by Synthetic Biologics, ~~XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Ladies and Gentlemen~~Inc. Dear Sirs: The ~~undersigned~~ undersigned, a securityholder of Synthetic Biologics, Inc., a Nevada corporation (the “Company”), understands that ~~you~~Wxxxxxx Xxxxx & Company, ~~as Representatives of the several Underwriters, propose~~ L.L.C. (“Wxxxxxx Xxxxx”) proposes to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~Biomea Fusion, Inc., a Delaware corporation~~ the Company providing for the public offering of shares (the “~~Company”), providing for the initial public offering (the “Public Offering~~Shares”) by of the ~~several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of~~ Company’s common stock, par value $~~0.0001~~ 0.001 per share (the “Common Stock”), . In recognition of the ~~Company (~~benefit that such an offering will confer upon the ~~“Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration~~ undersigned as a securityholder of the ~~Underwriters’ agreement to purchase and make the Public Offering of the Securities~~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 to be named in the Underwriting Agreement (the “Underwriters”) that, during a period commencing on the date hereof and ending on the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of ~~X.X. Xxxxxx Securities LLC~~the Wxxxxxx Xxxxx, ~~Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, and will not cause any direct~~ directly or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”)indirectly, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant ~~to purchase, lend~~for the sale of, or otherwise dispose of or transfer ~~or dispose of, directly or indirectly,~~ any shares of Common Stock or any securities convertible into or exchangeable or exercisable ~~or exchangeable~~ for Common ~~Stock (including without limitation~~Stock, ~~Common Stock~~ whether now owned or ~~such other securities which may be deemed to be beneficially owned~~ hereafter acquired by the undersigned ~~in accordance~~ or with respect to which the ~~rules and regulations~~ undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the ~~Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)~~ foregoing (~~collectively with~~ collectively, the ~~Common Stock,~~ “Lock-Up Securities”), ) or (2ii) enter into any ~~hedging,~~ swap or any other agreement or any transaction that transfers, in whole or in part, ~~any of~~ directly or indirectly, the economic ~~consequences~~ consequence of ownership of the Lock-Up Securities, whether any such swap or transaction ~~described in clause (1) or (2) above~~ is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging Common Stock or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securitiessecurities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned ~~may: (a)~~ may transfer ~~or dispose of~~ the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities ~~acquired in~~ without the prior written consent of Wxxxxxx Xxxxx, provided that (1) Wxxxxxx Xxxxx receives a signed lock-up agreement for the ~~Public Offering~~ balance of the Lock-up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for ~~value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement~~value, (B3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in ~~the case~~ accordance with Section 16 of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as ~~amended (the “Exchange Act”)~~amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C4) in neither the undersigned nor any donee, trustee, distributee or transferee, as the case of may be, otherwise voluntarily effects any ~~transfer~~ public filing or ~~distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to~~ report regarding such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;transfers:

Appears in 1 contract

Samples: Underwriting Agreement (Synthetic Biologics, Inc.)

Pricing Information. ~~Number of Underwritten Shares: [•] Number of Option Shares: [•]~~ Public Offering Price: $~~[•]~~ 0.65 per ~~Share Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO.~~ Unit Number of Units Offered: 25,384,616 Series A Units (consisting of (i) 25,384,616 shares of Common Stock and (ii) Series J Warrants to purchase 12,692,310 shares of Common Stock) Series J Warrant Exercise Price $0.80 per share Underwriting Discount: 5.5% Closing Date: December 6, 2016 Canaccord Genuity Inc. As ~~Representatives~~ Representative of the ~~several~~ Several Underwriters ~~listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~99 Xxxx Xxxxxx, XX 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 ~~c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx~~RE: Palatin Technologies, ~~XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ Representative of the several Underwriters, propose to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~Biomea Fusion~~Palatin Technologies, Inc., a Delaware corporation (the “Company”), ) providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.01 par value ~~$0.0001~~ per ~~share (the “Common Stock”)~~share, of the Company (the “~~Securities~~Common Stock”) and Warrants to purchase Common Stock (the “Warrants”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the ~~Securities~~Common Stock and Warrants, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co.~~ the Representative on behalf of the Underwriters, the undersigned will not, ~~and will not cause any direct or indirect affiliate to,~~ during the period ~~beginning on the date of this letter agreement (this “Letter Agreement”) and~~ ending ~~at the close of business 180~~ 30 days after the date of the ~~final~~ prospectus relating to the Public Offering (the “~~Prospectus”) (such period, the “Restricted~~ Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase~~, lend~~, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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~~) (collectively with~~ ), or publicly disclose the ~~Common Stock~~intention to make any offer, ~~“Lock-Up Securities”)~~sale, pledge or disposition, (2) enter into any ~~hedging,~~ swap or other agreement ~~or transaction~~ that transfers, in whole or in part, any of the economic consequences of ownership of the ~~Lock-Up Securities~~Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Lock-Up Securities~~Common Stock or such other securities, in cash or ~~otherwise,~~ otherwise or (3) make any demand for or exercise any right with respect to the registration of any ~~Lock-Up Securities,~~ shares of Common Stock or ~~(4) publicly disclose~~ any security convertible into or exercisable or exchangeable for Common Stock without the ~~intention to do any~~ prior written consent of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownershipRepresentative, in ~~whole or in part, directly or indirectly,~~ each case other than (A) transfers of ~~any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery~~ shares of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) Common Stock as a bona fide gift or gifts, ~~or for bona fide estate planning purposes,~~ (iiB) ~~by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or~~ transfers to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or a member of the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the ~~Company~~ undersigned in a transaction not involving the disposition for value, or (~~for purposes hereof~~C) transfers by will, ~~“Change of Control” shall mean~~ other testamentary document or intestate succession to the ~~transfer (whether by tender offer~~legal representative, ~~merger~~heir, ~~consolidation or other similar transaction)~~beneficiary, ~~in one transaction~~ or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority member of the ~~outstanding voting securities~~ immediate family of the ~~Company (or the surviving entity))~~undersigned; provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a)(i~~A), (iiB), or (~~iii~~C), ~~(iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and~~ each ~~donee, devisee, transferee~~ donee or distributee shall execute and deliver to the ~~Representatives~~ Representative a lock-up letter in the form of this ~~Letter Agreement~~paragraph; and provided, ~~(B)~~ further, that in the case of any transfer or distribution ~~or other disposition~~ pursuant to clause (~~a) (i~~A), (iiB), or (~~iii), (iv), (v), (vi), and (ix~~C), no filing by any party (donor, donee, ~~devisee, transferor,~~ transferor or transferee~~, distributer or distributee~~) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing ~~required to be made~~ on a Form ~~5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F,~~ 5 made after the expiration of the ~~Restricted Period referred~~ Lock-Up Period). Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company (provided that any shares issued upon such exercise shall remain subject to the restrictions set forth in clause (1) above), (ii) ~~and~~ transfer shares of Common Stock acquired on the open market following the closing of the Public Offering or (Ciii) ~~in the case~~ sell shares of ~~any transfer or distribution~~ Common Stock pursuant to ~~clause~~ the terms of a plan established under Rule 10b5-1 that was in existence prior to the date of this Letter Agreement (~~a)(vii) and (viii) it shall be~~ a ~~condition to such transfer~~ “10b5-1 Plan”); provided that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public ~~filing, report or~~ announcement shall be required or shall be made voluntarily ~~made and~~ in connection with such transfer (other than a filing on a Form 5 if ~~any~~ such filing ~~under Section 16(a) of~~ is required by the Exchange Act, or ~~other public filing, report or announcement~~ a filing on Form 4 reporting a ~~reduction in beneficial ownership of shares~~ sale of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;pursuant to a 10b5-1 Plan).

Appears in 1 contract

Samples: Underwriting Agreement (Palatin Technologies Inc)

Pricing Information. ~~Number of Underwritten Shares: [•] Number of Option Shares: [•] Public Offering Price: $[•]~~ The combined offering price per Share ~~Written Testing~~and accompanying Warrant is $0.84. The combined offering price per Pre-~~the~~Funded Warrant and accompanying Warrant is $0.83. The Company is selling 24,761,905 Shares. The Company is selling Pre-~~Waters Communications • None~~Funded Warrants to purchase up to an aggregate of 3,809,523 shares of Common Stock. The Company is selling Warrants to purchase up to an aggregate of 28,571,428 shares of Common Stock. FORM OF LOCK-UP AGREEMENT ~~X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX~~ BARCLAYS CAPITAL INC. CANTOR XXXXXXXXXX & CO. As ~~Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below~~ Placement Agents c/o ~~X.X. Xxxxxx Securities LLC~~ Barclays Capital Inc. 000 Xxxxxxx Xxxxxx ~~Xxx Xxxx~~New York, ~~XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000~~ New York 10019 c/o ~~Xxxxx Xxxxxxx~~ Cantor Xxxxxxxxxx & Co. 000 ~~Xxxxxxxx Xxxx~~Xxxx 00xx Xxxxxx New York, ~~Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ New York 10022 Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives of the several Underwriters~~Placement Agents, propose to enter into an ~~underwriting~~ placement agent agreement (the “~~Underwriting~~ Placement Agent Agreement”) with ~~Biomea Fusion~~Sangamo Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the ~~initial public~~ offering (the “~~Public~~ Offering”) by the ~~several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”)~~Company, of common stock, par value $~~0.0001~~ 0.01 per ~~share~~ share, of the Company (the “Common Stock”)) and warrants to purchase Common Stock (the “Warrants” and, of together with the ~~Company (~~Common Stock, the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the ~~Underwriting~~ Placement Agent Agreement. In ~~consideration of~~ order to induce Barclays Capital Inc. and Cantor Xxxxxxxxxx & Co. (each, a “Placement Agent” and together, the ~~Underwriters’ agreement~~ “Placement Agents”) to ~~purchase and make~~ act as Placement Agents for the ~~Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged~~Offering, the undersigned hereby agrees that, without the prior written consent of ~~X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. on behalf of~~ the ~~Underwriters~~Placement Agents, the undersigned will not, ~~and will not cause any direct or indirect affiliate to,~~ during the period ~~beginning on the date of this letter agreement (this “Letter Agreement”) and~~ ending ~~at the close of business 180~~ 90 days after the date ~~of the final prospectus relating to the Public Offering~~ hereof (the “~~Prospectus”) (such period, the “Restricted~~ Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase~~, lend~~, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned now or hereafter by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (such shares or securities, the “Beneficially Owned Shares”) and securities which may be issued upon exercise of a stock option or warrant~~) (collectively with the Common Stock, “Lock-Up Securities”~~), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging engage in any hedging or other ~~transactions~~ transaction or ~~arrangements~~ arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed ~~or intended,~~ to or which reasonably could ~~reasonably~~ be expected to lead to or result inin a sale, ~~a sale~~ loan, pledge or other disposition ~~or transfer~~ (whether by the undersigned or ~~any~~ someone other ~~person)~~ than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any ~~Lock-Up Securities~~Beneficially Owned Shares, whether any such transaction described in clause (1) or ~~arrangement~~ (~~or instrument provided for thereunder~~2) ~~would~~ above is to be settled by delivery of ~~Lock-Up Securities~~Common Stock or such other securities, in cash or ~~otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC~~otherwise (any such sale, ~~Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co~~ loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”), (3) make any demand for or exercise any right with respect to the ~~details~~ registration of any ~~transaction the undersigned~~shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) otherwise publicly announce any ~~of its affiliates~~intention to engage in or cause any action, ~~is a party to as of the date hereof~~activity, ~~which~~ transaction ~~would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing~~or arrangement described in clause (1), ~~the undersigned may~~(2) or (3) above, in each case other than: (a) ~~transfer~~ transfers of Beneficially Owned Shares, Common Stock or ~~dispose of the undersigned’s Lock-Up Securities:~~ securities convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift or gifts, ~~or for bona fide estate planning purposes,~~ (ii) ~~by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or~~ to any trust ~~or other entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, ~~or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust~~ (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iviii) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate any “affiliate” (as that term is defined in Rule 405 ~~promulgated~~ under the Securities Act of 1933, as amended) of the ~~undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the~~ undersigned or ~~affiliates of the undersigned~~ (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (viiiv) by ~~operation of law, such as pursuant~~ will or intestacy to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s ~~Lock-Up Securities acquired in (1) the Public Offering~~ legal representative, heir or ~~(2) open market transactions after the closing date for the Public Offering,~~legatee; (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Restricted Period within 30 days after the date of the Prospectus, and after such 30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xib) pursuant to ~~a bona fide third~~any contract, instruction or plan complying with Rule 10b5-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) 1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that has been entered into by the undersigned prior to the date of this Lock-up Agreement; (c) the acquisition or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case exercise of any ~~transfer or distribution~~ stock option issued pursuant to ~~clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing~~the Company’s existing stock option plan, ~~report or announcement shall be voluntarily made and if~~ including any ~~filing under Section 16(a) of~~ exercise effected by the ~~Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership~~ delivery of shares of Common Stock held by the undersigned; (d) any conversion of restricted stock units into shares of Common Stock as provided in the applicable restricted stock unit issuance agreement; (e) any transfer of shares of Common Stock to the Company in connection with the undersigned’s tax withholding obligation upon issuance of such shares pursuant to the applicable restricted stock unit issuance agreement; (f) any sale or transfer of shares of Common Stock (including in open market transactions through a broker) to satisfy the undersigned’s tax withholding obligations in connection with the vesting of equity awards pursuant to the Company’s equity compensation plans or ~~distribution shall be legally required~~ arrangements, which are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and which equity awards vest during the ~~Restricted~~ Lock-Up Period; (g) pursuant to a sale or an offer to purchase 100% of the outstanding Common Stock, ~~such filing~~whether pursuant to a merger, ~~report~~ tender offer or ~~announcement shall clearly indicate~~ otherwise, to a third party or group of third parties resulting in a Change of Control (as defined below) and approved by the Company’s board of directors, provided that, in the ~~footnotes thereto~~ event that such a Change of Control is not completed, the ~~nature~~ undersigned’s shares shall remain subject to the restrictions contained in this Lock-up Agreement and ~~conditions of such transfer;~~title to the undersigned’s shares shall remain with the undersigned; or

Appears in 1 contract

Samples: Placement Agent Agreement (Sangamo Therapeutics, Inc)

Pricing Information. Number of ~~Underwritten~~ Firm Shares: ~~[•]~~ 5,000,000 Number of ~~Option~~ Optional Shares: ~~[•]~~ 750,000 Public Offering ~~Price~~Price per Share: $~~[•] per Share Written Testing-the-Waters Communications •~~ 6.55 None. ~~FORM OF LOCK~~July 13, 2020 Credit Suisse Securities (USA) LLC Eleven Mxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-~~UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX XXXXXXX & CO.~~ 0000 As ~~Representatives~~ Representative of the several Underwriters ~~listed in Schedule 1 to~~ RE: Osmotica Pharmaceuticals plc (the ~~Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx~~ “Company”) Ladies & ~~Co. 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Ladies and~~ Gentlemen: The ~~undersigned understands that you~~Company proposes to conduct a public offering (the “Offering”) of ordinary shares, ~~as Representatives~~ nominal value $0.01 (the “Shares”), of the ~~several Underwriters~~Company for which Credit Suisse Securities (USA) LLC will act as the Representative of the underwriters. The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, ~~propose to enter~~ at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with ~~Biomea Fusion, Inc., a Delaware corporation (~~the ~~“Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1~~ Company with respect to the ~~Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”)~~Offering. ~~Capitalized~~ Annex A sets forth definitions for capitalized terms used ~~herein and~~ in this letter agreement that are not ~~otherwise~~ defined ~~shall have the meanings set forth~~ in the ~~Underwriting Agreement~~body of this agreement. Those definitions are a part of this agreement. In consideration of the ~~Underwriters’ agreement to purchase and make the Public Offering of the Securities~~foregoing, and for other good and valuable ~~consideration~~ consideration, the receipt and sufficiency of which is are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, subject to the exceptions set forth in this letter agreement, the undersigned will not (and will cause any Family Member not to), without the prior written consent of ~~X.X. Xxxxxx Securities LLC~~the Representative, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may ~~be deemed~~ withhold its consent in its sole discretion: · Sell or Offer to be Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially ~~owned~~ (as defined in Rule 13d-3 under the Exchange Act) 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) (collectively with the Common Stock~~such Family Member, ~~“Lock-Up Securities”), (2)~~ · enter into any ~~hedging~~Swap, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) · make any demand ~~for~~ for, or exercise any right with respect to to, the registration under the Securities Act of the offer and sale of any ~~Lock-Up~~ Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (4or an amendment or supplement thereto) with respect to any such registration, or · publicly ~~disclose the~~ announce any intention to do any of the foregoing. The ~~undersigned acknowledges~~ foregoing will not apply to the registration of the offer and ~~agrees that~~ sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing ~~precludes~~ restrictions shall not apply to: (i) sales of Shares acquired in the Offering or in open market transactions after the completion of the Offering; (ii) the transfer of Shares or Related Securities by gift; (iii) the transfer of Shares or Related Securities by will or intestate succession to a Family Member or the legal representative, heir or beneficiary of the undersigned; (iv) the transfer of Shares or Related Securities to a Family Member or a trust whose beneficiaries consist exclusively of one or more of the undersigned ~~from engaging in any hedging~~ and/or a Family Member; (v) transfers or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose dispositions of the undersigned’s ~~Lock-Up Securities: (i) as a bona fide gift~~ Shares or ~~gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii)~~ Related Securities to any ~~member of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned~~corporation, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity ~~of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of~~ all of the ~~outstanding equity securities~~ beneficial ownership interests of which are held by the undersigned or ~~similar interests,~~ any Family Member; (vvi) distributions of the undersigned’s Shares or Related Securities to limited partners, general partners, members, shareholders, other equityholders or any Beneficial Owners of the undersigned; (vii) transfers or dispositions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (iii) ~~through (iv) above,~~ to (vi); (viii) transfers by operation of law, including pursuant to a domestic order or negotiated divorce settlement; (ix) transfers pursuant to an order of a court or regulatory agency or to comply with any regulations related to the undersigned’s ownership of Shares; (x) transfers to the Company or its affiliates upon death, disability or termination of employment of the undersigned; or (xi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, ~~(A)~~ the transfer of Shares or Related Securities to another corporation, partnership, limited liability company, trust or other business entity that is an a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities ~~Act of 1933, as amended~~Act) of the ~~undersigned,~~ undersigned or to any investment fund or other entity ~~controlling,~~ controlled or managed by, ~~managing or managed by~~ or under common control ~~with the undersigned~~ or ~~affiliates of the undersigned (including~~management as, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, ; provided, however, that in any such case set forth in (ii) through (vii) ~~by operation of law~~and (xi) above, it shall be a condition to such ~~as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii)~~ transfer that each transferee executes and delivers to the ~~Company from~~ Representative an ~~employee, independent contractor, or other service provider of~~ agreement in form and substance reasonably satisfactory to the ~~Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided~~ Representative stating that such ~~arrangements are disclosed in the Prospectus, (ix) as part of a sale of the undersigned’s Lock-Up~~ transferee is receiving and holding such Shares and/or Related Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the ~~terms~~ provisions of this ~~Letter Agreement~~letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, ~~and~~ engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto); provided further that in any such ~~restricted stock units~~case set forth in (i) above, ~~options, warrants or rights are held by the undersigned pursuant~~ it shall be a condition to ~~an agreement or equity awards granted under a stock incentive plan or other equity award plan, each~~ such ~~agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit~~ transfer that prior to the ~~Registration Statement~~expiration of the Lock-up Period, ~~and provided further that~~ no ~~public filing, report or announcement~~ filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of ~~shares~~ Shares compared to the amount disclosed in the undersigned’s Form 3 under Section 16(a) of ~~Common Stock~~ the Exchange Act, shall be required or shall be voluntarily made; and provided further that in any such case set forth in (ii), (iv) through (vii) and (xi) above, it shall be a condition to such transfer that prior to the expiration of the Lock-up Period, no filing under Section 16(a) of the Exchange Act (other than a filing on Form 5) reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made ~~during the Restricted Period within 30 days after the date of the Prospectus, and after~~ unless such ~~30th day, if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate~~ filing indicates in the footnotes thereto that the filing relates to a gift, estate planning transaction, distribution to limited partners, general partners, members, shareholders, other equityholders or any Beneficial Owners of the ~~circumstances~~ undersigned, or a transfer to an affiliated entity, as applicable, and that no Shares were sold to the public by the reporting person and the Shares remain subject to a lock-up agreement with the underwriters of the Offering. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may (i) exercise an option to subscribe for Shares granted under any share option, share bonus, employee share purchase or other share incentive plan of the Company, provided that the Shares issued upon such exercise shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that such plan does not provide for any transfers of Shares or Related Securities during the Lock-up Period, (iii) sell, transfer or dispose of Shares or Related Securities during the Lock-up Period in accordance with a trading plan pursuant to Rule 10b5-1 that has been entered into by the undersigned prior to the date hereof, provided that such plan has been provided or made available to the Representative and any filing under Section 16(a) of the Exchange Act as a result of such sales, transfers or dispositions will contain a footnote disclosing that such sales, transfers or dispositions were made in accordance with a trading plan pursuant to Rule 10b5-1 or (iv) transfer Shares or Related Securities (A) as forfeitures to satisfy tax withholding obligations of the undersigned in connection with the vesting or exercise of equity awards by the undersigned pursuant to any share option, share bonus, employee share purchase or other share incentive plan of the Company, (B) pursuant to a net exercise or cashless exercise by the undersigned of outstanding equity awards pursuant to any share option, share bonus, employee share purchase or other share incentive plan of the Company, provided that any Shares acquired upon the net exercise or cashless exercise of equity awards described in this clause ~~and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are~~ (B) shall be subject to the restrictions set forth in this letter agreement, ~~and no public filing, report~~ or ~~announcement shall be voluntarily made,~~ (xiC) pursuant to a bona fide third-party tender ~~offer~~offer for all outstanding shares of the Company, merger, consolidation or other similar transaction ~~that is approved by the Board of Directors of the Company and~~ made to all holders of the Company’s ~~capital stock~~ securities involving a ~~Change~~ change of ~~Control (as defined below)~~ control of the Company (~~for purposes hereof~~including, ~~“Change~~ without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of ~~Control” shall mean the transfer (whether by tender offer, merger, consolidation~~ any Shares or other ~~similar~~ such securities in connection with such transaction), or vote any Shares or other such securities in ~~one transaction or a series~~ favor of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)any transaction); provided that in the event that such tender offer, merger, consolidation or other ~~similar~~ such transaction is not completed, such securities held by the ~~undersigned’s Lock-Up Securities~~ undersigned shall remain subject to the provisions of this ~~Letter Agreement~~letter agreement; provided ~~that (A)~~ further that, in the case of ~~any~~ a transfer ~~or distribution or other disposition~~ pursuant to clause (~~a)(i), (ii), (iii), (iv), (v), (vi~~A) ~~and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee~~ or ~~distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement,~~ (B) in above, if the case of any transfer or distribution or other disposition pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing undersigned is required to ~~be made on~~ make a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange ~~Act, or other public filing, report or announcement~~ Act reporting a reduction in beneficial ownership of ~~shares~~ Shares during the Lock-up Period, the undersigned shall include a statement in such report to the effect that the purpose of ~~Common Stock~~ such transfer was to cover tax or strike price obligations of the undersigned in connection with such exercise. 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 Shares or ~~distribution~~ Related Securities held by the undersigned, if any, except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the underwriters. The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. Notwithstanding anything herein to the contrary, if (a) the initial closing of the Offering has not occurred prior to August 20, 2020, (b) after being executed, the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be issued thereunder, (c) the Company notifies the underwriters in writing that it does not intend to proceed with the Offering, or (d) the Company withdraws the Registration Statement related to the Offering, then this letter agreement shall terminate and the undersigned shall be ~~legally required during~~ released from all obligations hereunder upon the ~~Restricted Period~~earliest to occur of the events specified above. This letter agreement shall be governed by, ~~such filing~~and construed in accordance with, ~~report or announcement shall clearly indicate in~~ the ~~footnotes thereto~~ laws of the ~~nature~~ State of New York, without regard to its conflicts of law provisions other than New York General Obligations Laws Sections 5-1401 and ~~conditions~~ 5-1402. Signature Printed Name of ~~such transfer;~~Person Signing

Appears in 1 contract

Samples: Underwriting Agreement (Osmotica Pharmaceuticals PLC)

Pricing Information. Number of Underwritten Shares: ~~[•]~~ 5,000,000 Number of Option Shares: ~~[•]~~ 750,000 Public Offering Price: $~~[•]~~ 30.00 per Share Written Testing-the-Waters Communications • None. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC ~~XXXXXXXXX LLC XXXXX XXXXXXX & CO~~CITIGROUP GLOBAL MARKETS INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx ~~Xxx Xxxx~~New York, ~~XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000~~ NY 10179 c/o ~~Xxxxx Xxxxxxx & Co.~~ Citigroup Global Markets Inc. 000 ~~Xxxxxxxx Xxxx~~Xxxxxxxxx Xxxxxx New York, ~~Xxxxx 0000 Xxxxxxxxxxx, XX 00000~~ NY 10013 Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Biomea Fusion, Inc., a Delaware corporation (the “Company”), providing for the ~~initial~~ public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities ~~LLC, Xxxxxxxxx~~ LLC and ~~Xxxxx Xxxxxxx & Co.~~ Citigroup Global Markets Inc. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business ~~180~~ 60 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities 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) (collectively with the Common Stock, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities ~~LLC, Xxxxxxxxx~~ LLC and ~~Xxxxx Xxxxxxx & Co~~ Citigroup Global Markets Inc. with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer or dispose of the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document, or intestacy, (iii) to any member of the undersigned’s immediate family or to any trust or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such general partnership, partnership, or fund), or (B) as part of a distribution to direct or indirect members, partners, shareholders, or other equityholders of the undersigned, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or other court order, (viii) to the Company from an employee, independent contractor, or other service provider of the Company upon death, disability or termination of employment or cessation of services, in each case, of such employee, independent contractor, or service provider; provided that such arrangements are disclosed in the Prospectus,, (ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in (1) the Public Offering or (2) open market transactions after the closing date for the Public Offering, (x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, and provided further that no public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be ~~required or shall be~~ voluntarily made during the Restricted Period ~~within 30 days after the date of the Prospectus,~~ and ~~after such 30th day,~~ if the undersigned is required to file a report reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and that the shares of Common Stock received upon exercise of the stock option or warrant or restricted stock unit or other right or vesting event are subject to this agreement, and no public filing, report or announcement shall be voluntarily made, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution or other disposition pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution or other disposition pursuant to clause (~~a) (i~~a)(i), (ii), (iii), (iv), (v), (vi), and (ix), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing required to be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D, or Schedule 13D/A, or Schedule 13F, made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;

Appears in 1 contract

Samples: Underwriting Agreement (Biomea Fusion, Inc.)

Common use of Pricing Information Clause in Contracts