Product Governance Rules. Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules (i) each manufacturer acknowledges to each other manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the eligible distribution channels for dissemination of the Shares and the related information set out in the Prospectus in connection with the Shares; and (ii) the Underwriters and the Company note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Shares by the manufacturers and the related information set out in the Prospectus in connection with the Shares. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Custodian the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, Xxxxxxxx.xxx Group Limited By: Name: Title: ON BEHALF OF THE SELLING SHAREHOLDERS By: As Attorney-in-fact Name: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative in New York, New York as of the date first above written. XXXXXXXXX LLC Acting individually and as Representative of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: Schedule A Underwriters Number of Firm Shares to be Purchased Xxxxxxxxx LLC [●] Xxxxxx, Xxxxxxxx & Company, Incorporated [●] Truist Securities, Inc. [●] Total [●] Schedule B-1 Selling Shareholders Number of Firm Shares to be Sold Xxxx Xxxxxxxxx(a) [●] Edison Partners IX, LP(a) [●] Xxxxxx X. Xxxx(a) [●] Total: [●]
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Product Governance Rules. Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules (i) each manufacturer acknowledges to each other manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the eligible distribution channels for dissemination of the Shares ADSs and the related information set out in the Prospectus in connection with the SharesADSs; and (ii) the Underwriters and the Company note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Shares ADSs by the manufacturers and the related information set out in the Prospectus in connection with the SharesADSs. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Custodian the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, Xxxxxxxx.xxx Group Limited NANOBIOTIX S.A. By: Name: Xxxxxxx Xxxx Title: ON BEHALF OF THE SELLING SHAREHOLDERS By: As Attorney-in-fact Name: Chairman of the Executive Board The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative Representatives in New York, New York as of the date first above written. XXXXXXXXX LLC EVERCORE GROUP L.L.C. UBS SECURITIES LLC Jefferies International Ltd Xxxxxxx Xxxxxx SNC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: Name: Title: EVERCORE GROUP L.L.C. By: Name: Title: UBS SECURITIES LLC By: Name: Title: Jefferies International Ltd By: Name: Title: Xxxxxxx Xxxxxx SNC By: Name: Title: Schedule A Name of U.S. Underwriters Number of Firm ADSs to be Purchased Number of Firm Shares to be Purchased Xxxxxxxxx LLC [●] Xxxxxx, Xxxxxxxx & Company, Incorporated [●] Truist Securities, Inc. [●] Evercore Group L.L.C. UBS Securities LLC Total [●] Schedule B-1 Selling Shareholders Name of European Underwriters Number of Firm Shares to be Sold Xxxx Xxxxxxxxx(a) Purchased Jefferies International Ltd Xxxxxxx Xxxxxx SNC. Total Schedule B Free Writing Prospectuses Included in the Time of Sale Prospectus [●] Edison Partners IX, LP(aSchedule C Permitted Section 5(d) Communications [●] Exhibit A Form of Opinion of U.S. Company Counsel Exhibit B Form of Opinion of French Company Counsel Exhibit C-1 Form of Opinion of Dreyfus & Associates Exhibit C-2 Form of Opinion of Xxxxxx X. Xxxx(a& Associates Exhibit D Form of Opinion of Depositary’s Counsel Exhibit E Form of Lock-up Agreement ____, 2020 Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Evercore Group L.L.C. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 UBS Securities 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 As Representatives of the several Underwriters RE: Nanobiotix S.A. (the “Company”) Ladies and Gentlemen: The undersigned is an executive board member or supervisory board member of the Company and/or a record or beneficial owner of ordinary shares, nominal value €0.03 per share, of the Company (“Ordinary Shares”), or securities convertible into or exchangeable or exercisable for ADSs (as defined below) or Ordinary Shares. The Company proposes to conduct an underwritten registered offering of Ordinary Shares, which may be in the form of American Depositary Shares of the Company (“ADSs”), each ADS representing one Ordinary Share of the Company (the “Offering”), for which Xxxxxxxxx LLC, Evercore Group L.L.C and UBS Securities LLC will act as representatives of the Underwriters (the “Representatives”). The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the Underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this letter agreement. Those definitions are a part of this letter agreement. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (and will cause any Family Member not to), without the prior written consent of the Representatives, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any ADSs, Ordinary Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member, • enter into any Swap, The foregoing will not apply to the registration of the offer and sale of the Ordinary Shares or ADSs in the Offering, and the sale of the Ordinary Shares or ADSs in the Offering to the Underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to: i. transfers or dispositions of ADSs and Ordinary Shares acquired in the Offering or in open market transactions following the Offering; provided, however, that no filing or notification under the Exchange Act or other public filing or disclosure will be required or will be voluntarily made during the Lock-Up Period in connection with such transfers or dispositions under this clause (i); ii. transfers of ADSs, Ordinary Shares or any Related Securities as a bona fide gift; iii. transfers of ADSs or Ordinary Shares or any Related Securities by will or intestate succession or to any Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; iv. transfers by operation of law, such as transfers of ADSs or Ordinary Shares or any Related Securities pursuant to a domestic order or negotiated divorce settlement; v. transfers to the Company in connection with the repurchase of ADSs or Ordinary Shares in connection with the termination of the undersigned’s employment with the Company pursuant to contractual agreements with the Company as in effect as of the date of the final prospectus for the Offering, provided, that no filing or notification under the Exchange Act or other public filing or disclosure will be required or will be voluntarily made during the Lock-up Period in connection with such transfers pursuant to this clause (v); vi. the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs and/or Ordinary Shares, provided that (a) such plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period and (b) to the extent a public disclosure or filing under the Exchange Act, if any, is required of, or voluntarily made by or on behalf of, the undersigned or the Company regarding the establishment of such plan, such disclosure or filing shall include a statement to the effect that no transfer of ADSs or Ordinary Shares may be made under such plan during the Lock-Up Period; vii. transfers pursuant to a bona fide third party tender offer for all outstanding ADSs and Ordinary Shares of the Company, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of at least 90% of the voting share capital of the Company (including, 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 ADSs, Ordinary Shares or other such securities in connection with such transaction, or vote any ADSs or Ordinary Shares or other such securities in favor of any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this letter agreement; and provided, however, that in the case of any transfer or distribution pursuant to clauses (i) (in the event such subsequent resale does not occur in an open market transaction), (ii), (iii) and (iv), it shall be a condition to such transfer that: • each donee or transferee executes and delivers to the Representatives an agreement in form and substance satisfactory to the Representatives stating that such donee or transferee is receiving and holding such ADSs, Ordinary Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such ADSs, Ordinary Shares and/or Related Securities, 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 donee or transferee had been an original signatory hereto), and • prior to the expiration of the Lock-up Period, no public disclosure, filing or notification under the Exchange Act or other applicable laws and regulations, by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of ADSs, Ordinary Shares or Related Securities in connection with such transfer. In addition, if the undersigned is an executive board member or supervisory board member of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of ADSs, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company (in accordance with the provisions of the Underwriting Agreement) will announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such executive board member or supervisory board member shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration or that is to a Rule 5130 Family Member and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect at the time of the transfer. 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 ADSs, Ordinary Shares and/or Related Securities held by the undersigned and the undersigned’s Family Members, 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 ADSs, Ordinary Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. The undersigned confirms that the undersigned has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Ordinary Shares and/or ADSs. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action. 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. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. If (i) the Company notifies the Representatives in writing that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement is not executed before [●March 31, 2021], or (iii) the Underwriting Agreement (other than the provisions thereof that survive termination) terminates or is terminated prior to payment for and delivery of the shares in the Offering, then in each case, this letter agreement shall automatically, and without any action on the part of any other party, terminate and be of no further force and effect, and the undersigned shall automatically be released from its obligations under this letter agreement. [Signature Page Follows] Total: [●]Signature Printed Name of Person Signing (Indicate capacity of person signing if signing as custodian or trustee, or on behalf of an entity) Annex A
Appears in 1 contract
Product Governance Rules. Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules (i) each manufacturer acknowledges to each other manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the eligible distribution channels for dissemination of the Ordinary Shares and the related information set out in the Prospectus in connection with the Ordinary Shares; and (ii) the Underwriters and the Company note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Ordinary Shares by the manufacturers and the related information set out in the Prospectus in connection with the Ordinary Shares. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Custodian the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, Xxxxxxxx.xxx Group Limited NewAmsterdam Pharma Company N.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer ON BEHALF OF THE SELLING SHAREHOLDERS SHAREHOLDERS, ACTING SEVERALLY By: /s/ Xxxxxxx Xxx Xxxxxx , As Attorney-in-fact Name: Xxxxxxx Xxx Xxxxxx [Signature Page to Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative Representatives in New York, New York as of the date first above written. XXXXXXXXX LLC SVB SECURITIES LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Managing Director SVB SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director, Investment Banking Schedule A Underwriters Number of Firm Shares to be Purchased Xxxxxxxxx LLC [●] Xxxxxx, Xxxxxxxx & Company, Incorporated [●] Truist Securities, Inc. [●] Total [●] Schedule B-1 Selling Shareholders Number of Firm Shares to be Sold Xxxx Xxxxxxxxx(a) [●] Edison Partners IX, LP(a) [●] Xxxxxx X. Xxxx(a) [●] Total: [●]B Schedule C Schedule D Exhibit A
Appears in 1 contract
Samples: Underwriting Agreement (NewAmsterdam Pharma Co N.V.)
Product Governance Rules. Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance RulesDelegated Directive”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of the Delegated Directive; and (c) local implementing measures (the “Product Governance Rules”) (i) each manufacturer acknowledges to each other manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the eligible distribution channels for dissemination of the Shares and ADSs, the related information set out in the Prospectus in connection with the SharesADSs and the requirement to carry out a product approval process; and (ii) the Underwriters and the Company note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Shares ADSs by the manufacturers and the related information set out in the Prospectus in connection with the SharesADSs. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Custodian the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, Xxxxxxxx.xxx Group Limited NANOBIOTIX S.A. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: ON BEHALF OF THE SELLING SHAREHOLDERS By: As Attorney-in-fact Name: Chairman of the Executive Board The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative Representatives in New York, New York as of the date first above written. XXXXXXXXX LLC LEERINK PARTNERS LLC GUGGENHEIM SECURITIES, LLC Acting individually and as Representative Representatives of the several Underwriters named in the attached Schedule X. XXXXXXXXX LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director LEERINK PARTNERS LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director GUGGENHEIM SECURITIES, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Managing Director Schedule A Name of Underwriters Total Number of Firm Shares Securities to be Purchased (Expressed as a number of Ordinary Shares) Xxxxxxxxx LLC [●] Xxxxxx, Xxxxxxxx & Company, Incorporated [●] Truist 2,351,635 Leerink Partners LLC 2,071,678 Guggenheim Securities, Inc. [●] LLC 1,175,817 Total [●] 5,599,130 Schedule B-1 Selling Shareholders Number B Free Writing Prospectuses Included in the Time of Firm Shares to be Sold Xxxx Xxxxxxxxx(a) [●] Edison Partners IX, LP(a) [●] Xxxxxx X. Xxxx(a) [●] Total: [●]Sale Prospectus
Appears in 1 contract
