Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] Annex B Written Testing-the-Waters Communications [None] Annex C Invitae Corporation Pricing Term Sheet Exhibit A FORM OF LOCK-UP AGREEMENT , 2014 X. X. XXXXXX SECURITIES LLC As 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, XX 00000 Re: Invitae Corporation — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the 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 (“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 on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) lend, 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, 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), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part,...
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Annex B Written Testing-the-Waters Communications [None] Xxxxx X Xxxx Xxxx Medical, Inc. Pricing Term Sheet [Not Applicable] Annex C-1 Exhibit A FORM OF AUTHORIZATION EMAIL TO BE DELIVERED BY ISSUER In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D 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 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 and BofA Xxxxxxx Xxxxx 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 and BofA Xxxxxxx Xxxxx 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 and its affiliates and t...
Pricing Information Provided Orally by Underwriters. The initial public offering price per Unit for the Units is $10.00. The number of Units purchased by the Underwriters is 25,000,000. Annex B Written Testing-the-Waters Communications Reference is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Securities Act.
Pricing Information Provided Orally by Underwriters. 1. The Selling Stockholder is selling 15,000,000 Underwritten Shares.
Pricing Information Provided Orally by Underwriters. 1. Price per share: $[●]
Pricing Information Provided Orally by Underwriters. Price per share to the public: The public offering price per share is, as to each investor, the price paid by such investor. Number of Shares offered: 10,530,624 Shares
Pricing Information Provided Orally by Underwriters. Number of Underwritten Shares: 9,677,419 Price to Public: $15.50 per share Underwriting Discounts and Commissions: $0.93 per share Annex D Persons Signing a Lock-Up Agreement Executive Officers • Xxxxxx Mates, Ph.D. • Xxxxxxxx X. Xxxxxxxx • Xxxxxxx Xxxxxxxx • Xxxxxx X. Xxxxx, Ph.D. • Xxxxxxxx X. Xxxxxxx, Ph.D. Directors • Xxxxxxxxxxx Xxxxx, Ph.D. • Xxxxxxx Xxxxxx, M.D. • Xxxx X. Xxxxxx • Xxxx Xxxxx • Xxxxxx Xxx Xxxxxxxx Stockholders • Alafi Capital Company, LLC • Xxxxx Xxxxx • Xxxxxxxxxxx X. Xxxxx as Trustee of The Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx Generation-Skipping Trust • Xxxxxx Family Trust UAD 11/14/94 • Alexandria Equities, LLC • Alexandria Real Estate Equities, Inc. • Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx Family Trust • New Ventures I, LLC Exhibit A FORM OF LOCK-UP AGREEMENT , 2017 X.X. Xxxxxx Securities LLC Leerink Partners LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Intra-Cellular Therapies, Inc. — Follow-on 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 Intra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.0001 per share par value (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 on behalf of the Underwriters, the undersigned will not, during the period ending 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or ex...
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by underwriters to confirm sales] Schedule 4-A ORACLE CORPORATION Pricing Term Sheet for Notes due 20[·] Issuer: Principal Amount: Maturity: Coupon: Price to Public: [Proceeds (Before Expenses) to Issuer]: [Use of Proceeds]: Interest Payment and Reset Dates: Day Count Convention: [Redemption Provisions]: Trade Date: Settlement Date: Denominations Ratings: Underwriters: The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling 1-8[ ]-[ ] or by e-mailing Investor Relations at xxxxxxxx_xx@xxxxxx.xxx. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Schedule 4-B ORACLE CORPORATION Pricing Term Sheet for Notes due 20[·] Issuer: Size: Maturity: Coupon: Price to Public: [Proceeds (Before Expenses) to Issuer]: [Use of Proceeds]: Interest Payment and Reset Dates: Day Count Convention: [Redemption Provisions]: Trade Date: Settlement Date: Denominations Ratings: Underwriters: The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling 1-8[ ]-[ ] or by e-mailing Investor Relations at xxxxxxxx_xx@xxxxxx.xxx. Any...
Pricing Information Provided Orally by Underwriters. Price per Share to the public: $4.500 Number of Shares Offered: 16,000,000 EXHIBIT A-I Subsidiaries EXHIBIT B Lock-Up Agreement ___________ ___, 2019 UBS Securities LLC As representative of the other Underwriters named in Schedule A to the Underwriting Agreement referred to herein c/o UBS Securities LLC 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Concrete Pumping Holdings, Inc., a Delaware corporation (the “Company”), and you and the other underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”), with respect to the public offering (the “Offering”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of UBS Securities LLC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of...
Pricing Information Provided Orally by Underwriters. Public offering price: $2.25 per share Number of Shares: 26,666,667 Option Shares: 2,666,666
